EXHIBIT 5 DEBORAH J. LONG GENERAL COUNSEL January 13, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Registration Statement on Form S-8 Relating to Protective Life Corporation Deferred Compensation Plan for Officers Ladies and Gentlemen: As General Counsel of Protective Life Corporation, a Delaware corporation (the "Corporation"), I am acting as counsel to the Corporation in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the shares of Common Stock, $0.50 par value per share ("Common Stock") available under the Protective Life Corporation Deferred Compensation Plan for Officers (the "Plan"). I am generally familiar with the properties and affairs of the Corporation (including the Plan). I have also examined those records I deemed necessary for the purpose of this opinion. On that basis, I am of the opinion that up to 400,000 shares of Common Stock when issued pursuant to the terms of the Plan, will be legally issued, fully paid and nonassessable shares of Common Stock. I hereby consent to the filing of this opinion as an exhibit to the Corporation's Form S-8 Registration Statement relating to the Plan. Very truly yours, /s/ Deborah J. Long Deborah J. Long General Counsel 15