Exhibit 5
                                 April 10, 1997

Securities and Exchange Commission

Re:   Allmerica Financial Corporation - Registration Statement on Form S-8

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which Allmerica Financial Corporation (the "Company")
is filing concurrently herewith with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to (i) 2,350,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable from time to time pursuant to the
Allmerica Financial Corporation Long-Term Stock Incentive Plan, (ii) 150,000
shares of the Company's Common Stock issuable from time to time pursuant to the
Allmerica Financial Corporation 1996 Non-Employee Director Stock Ownership Plan
(collectively, the "Plans"), and (iii) an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plans by reason of
stock dividends, stock splits or other recapitalizations executed hereafter.

     I am General Counsel for the Company and I have acted as counsel for the
Company in connection with the adoption of the Plans and the preparation and
filing of the Registration Statement.  I have examined the Certificate of
Incorporation and By-laws of the Company and all amendments thereto and have
examined and relied on such other documents, including the Plans, as in my
judgment were necessary or appropriate to enable me to render the opinions
expressed below.  Based on the foregoing, I am of the opinion that:

     1.  When issued and paid for in compliance with the terms of the Plans, the
2,500,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable; and

     2.  The additional shares of Common Stock which may become issuable under
the Plans by reason of stock dividends, stock splits or other recapitalizations
hereafter executed, if and when issued in accordance with the terms of the Plans
and upon compliance with the applicable provisions of law and of the Company's
Certificate of Incorporation and By-laws, both as amended to date, will be duly
and validly issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion letter with and as a part of
the Registration Statement and of any amendments thereto.  I understand that
this opinion is to be used only in connection with the offer and sale of the
Common Stock described above only while the Registration Statement, as it may be
amended from time to time as contemplated by Section 10(a)(3) of the Securities
Act, is effective under the Securities Act.

                                         Very truly yours,
                     
                                         /s/John F. Kelly
                                         John F. Kelly
                                         General Counsel