Exhibit 5.1
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
May 29, 2003
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Re: The Allstate Corporation
5.350% Senior Notes due 2033
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 $400,000,000 principal amount of the Company's
5.350% Senior Notes due 2033 (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 Tenth Supplemental Indenture, to be dated as of
June 2, 2003 (the "Indenture"), between the Company and U.S. Bank National
Association, as trustee (successor in interest to State Street Bank and Trust
Company) (the "Trustee").
In connection therewith, we have examined (a) the Registration
Statement on Form S-3 (File No. 333-39640), as amended (the "Registration
Statement") 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 May 28, 2003
relating to the Securities, as filed in final form with the Commission on May
29, 2003, 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, documents and records and have reviewed such
The Allstate Corporation
May 29, 2003
Page 2
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 May 29, 2003, 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.