Exhibit 5.1
May 27, 2004
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois 60062
Re: Allstate Life Global Funding Trust 2004-2
$300,000,000 Floating Rate Notes due 2007
Ladies and Gentlemen:
I am General Counsel of Allstate Life Insurance Company, an Illinois insurance
company ("Allstate Life"), and, together with other attorneys in the Law
Department of Allstate Life under my supervision, have assisted in the
preparation and review of documents in connection with the establishment of the
Allstate Life Global Funding Secured Medium Term Note Program (the
"Institutional Program") and the Allstate LifeSM CoreNotes(R) Program (the
"Retail Program" and together with the Institutional Program, the "Programs")
for the issuance and sale, from time to time, of secured medium term notes (the
"Notes"). Under the Programs, newly created separate statutory trusts, each
organized under the laws of the State of Delaware and each beneficially owned by
Allstate Life Global Funding, a statutory trust organized under the laws of the
State of Delaware ("Global Funding") (each, an "Issuing Trust" and collectively,
"the Issuing Trusts") will issue Notes in an aggregate amount of up to
$4,000,000,000. Each Issuing Trust will issue the Notes pursuant to a separate
indenture to be entered into between the Issuing Trust and J.P. Morgan Trust
Company, National Association, in its capacity as Indenture Trustee. The net
proceeds from the offering and sale of the Notes will be used by each Issuing
Trust to purchase a Funding Note (each, a "Funding Note") from Global Funding in
an amount equal to the amount of Notes issued by the Issuing Trust. Global
Funding will use the proceeds from the sale of each Funding Note to purchase one
or more Funding Agreements(s) (the "Funding Agreement(s)") from Allstate Life.
Global Funding will immediately assign absolutely to, and deposit into, each
Issuing Trust the Funding Agreement(s), and the relevant Funding Note will be
surrendered.
Allstate Life and Global Funding have filed a Registration Statement on Form S-3
(File No. 333-112249) with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") (as
amended, the "Registration Statement"), including a Prospectus, dated April 27,
2004 (the "Prospectus"), a Prospectus Supplement dated April 27, 2004 relating
to the Institutional Program (the "Institutional Prospectus Supplement") and a
Prospectus Supplement dated April 27, 2004 relating to the Retail Program (the
"Retail Prospectus Supplement") containing information relating to the Notes and
the Programs. The Prospectus and the Institutional Prospectus Supplement are
supplemented by a pricing supplement, dated May 20, 2004 (the "Pricing
Supplement"), as filed with the Commission pursuant to Rule 424(b)(2) of the Act
and relating to the issuance by Allstate Life Global Funding Trust 2004-2 (the
"Trust") of $300,000,000 aggregate principal amount of Floating Rate Notes due
2007 (the "Designated Notes") and the delivery of Funding Agreement No. FA-41068
by Allstate Life (the "Designated Funding Agreement").
I, or other attorneys in the Law Department of Allstate Life under my direction,
have examined the originals (or copies certified or otherwise identified to my
satisfaction) of such other agreements, certificates, documents and records and
have reviewed such questions of law and made such inquiries as I have deemed
necessary or appropriate for the purpose of the opinions rendered herein.
In such examination, I have assumed, without inquiry, the legal capacity of all
natural persons, the genuineness of all signatures on all documents examined by
me, the authenticity of all documents submitted to me as originals, the
conformity to the original documents of all such documents submitted to me as
copies and the authenticity of the originals of such letter documents. As to any
facts material to my opinion, I 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
representative of Allstate Life and public officials.
Based upon the foregoing, and subject to the limitations, qualifications and
assumptions stated here, I am of the opinion that:
The Designated Funding Agreement has been duly authorized and when it has been
duly executed, issued and delivered, will constitute a valid and legally binding
obligation of Allstate Life in accordance with its terms.
The opinions rendered herein are limited to the laws of the State of Illinois
and the Federal law of the United States.
I consent to the filing of this opinion letter as an exhibit to the current
report on Form 8-K filed by Global Funding and the Trust in connection with the
issuance and sale of the Designated Notes, incorporated by reference in the
Registration Statement and to the use of my name in the Pricing Supplement. In
giving such consent, I do not thereby concede that I am within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Sincerely,
/s/ Michael J. Velotta
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Michael J. Velotta
Senior Vice President,
Secretary and General Counsel