EXHIBIT 5.1
LeBOEUF, LAMB, GREENE & MacRAE
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
Facsimile: (212) 424-8500
November 30, 2001
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Re: The Allstate Corporation
5.375% Senior Notes due 2006
Ladies and Gentlemen:
We have acted as special counsel for The Allstate Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of $550,000,000 principal amount of the Company's 5.375%
Senior Notes due 2006 (the "Securities") pursuant to the Indenture, dated as of
December 16, 1997, as amended by the Third Supplemental Indenture, dated as of
July 23, 1999 and the Sixth Supplemental Indenture, dated as of June 12, 2000,
and as supplemented by the Seventh Supplemental Indenture, dated as of December
3, 2001 (the "Indenture"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee").
In connection therewith, we have examined (a) the Registration Statements
on Form S-3 (File Nos. 333-61817 and 333-39640), as amended (the "Registration
Statements") filed by the Company and the other related registrants with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), (b) the prospectus of the Company dated June
19, 2000, as supplemented by a prospectus supplement, dated November 26, 2001,
relating to the Securities, as filed in final form with the Commission on
November 27, 2001, pursuant to Rule 424(b) under the Act (the "Prospectus") and
(c) the Indenture. In addition, we have examined the originals (or copies
certified or otherwise identified to our satisfaction) of such other agreements,
instruments, certificates,
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The Allstate Corporation
November 30, 2001
Page 2
documents and records and have reviewed such questions of law and made such
inquiries as we have deemed necessary or appropriate for the purposes of the
opinions rendered herein.
In such examination, we have assumed, without inquiry, the legal capacity
of all natural persons, the genuineness of all signatures on all documents
examined by us, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all such documents submitted to us
as copies and the authenticity of the originals of such latter documents. We
have also assumed that the books and records of the Company are maintained in
accordance with proper corporate procedures. As to any facts material to our
opinion, we have, when relevant facts were not independently established, relied
upon the aforesaid agreements, instruments, certificates, documents and records
and upon statements and certificates of officers and representatives of the
Company and public officials.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions stated herein, we are of the opinion that:
The Securities have been duly authorized and (assuming their due
authentication by the Trustee) when they have been duly executed, issued and
delivered, will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture.
The opinions rendered herein are limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal law
of the United States.
We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K dated November 30, 2001, which is incorporated by
reference into the Registration Statements and the Final Prospectus and to the
use of our name under the caption "Legal Opinions" contained in the Final
Prospectus. In giving our consent, we do not thereby concede that we come within
the category of persons whose consent is required by the Securities Act or the
General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
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