Exhibit 5.2
September 22, 2004
Allstate Life Global Funding
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Re: Allstate Life Global Funding Trust 2004-5
$250,000,000 Floating Rate Notes due 2009
Ladies and Gentlemen:
We have acted as special counsel to Allstate Life Global Funding, a
statutory trust organized under the laws of the State of Delaware ("Global
Funding"), in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), by Global Funding and Allstate Life Insurance Company
("Allstate Life"), of a Registration Statement on Form S-3 (File No.
333-112249), as amended (the "Registration Statement"), including a prospectus
(the "Prospectus") relating to secured medium term notes (the "Notes") to be
issued by newly formed Delaware statutory trusts (each, an "Issuing Trust" and
together the "Issuing Trusts"), a prospectus supplement relating to secured
medium term notes to be issued by the Issuing Trusts (the "Institutional
Prospectus Supplement") and a prospectus supplement relating to Allstate LifeSM
CoreNotesSM to be issued by the Issuing Trusts. The Registration Statement
provides for: (i) the registration of up to $4,000,000,000, or the equivalent
amount in one or more foreign currencies, aggregate principal amount of Notes to
be issued by the Issuing Trusts, with each Issuing Trust to issue Notes,
pursuant to an indenture to be entered into between such Trust and J.P. Morgan
Trust Company, National Association, or its successors or assigns, as indenture
trustee, substantially in the form attached as an exhibit to the Registration
Statement, (ii) the registration of up to $4,000,000,000, or the equivalent
amount in one or more foreign currencies, aggregate principal amount of Funding
Notes to be issued by Global Funding (each in the form attached as an exhibit to
the Registration Statement, a "Funding Note") to be sold to the Issuing Trusts
in connection with the sale of the Notes and (iii) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies, of
Allstate Life's funding agreements (each in the form attached as an exhibit to
the Registration Statement, a "Funding Agreement") to be sold to Global Funding,
which will immediately assign absolutely and deposit the relevant Funding
Agreement(s) to the relevant Issuing Trust, and the relevant Funding Note will
be surrendered, in connection with the sale of Notes. This opinion letter is
delivered to you in connection with the issuance by Allstate Life Global Funding
2004-5 (the "Trust") of $250,000,000 aggregate principal amount of Floating Rate
Notes due 2009 (the "Designated Notes") and the issuance by Global Funding of a
$250,000,000 Floating Rate Funding Note due 2009 (the "Designated Funding
Note").
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, the Institutional Prospectus Supplement and pricing
supplement no. 5 dated September 15, 2004 (the "Pricing Supplement"), (ii) the
trust agreement, dated as of the date of the Pricing Supplement (the "Trust
Agreement"), which adopts and incorporates the standard trust agreement terms,
among Global Funding, as trust beneficial owner, AMACAR Pacific Corp., as the
sole administrator for the Trust and Wilmington Trust Company, as Delaware
trustee, (iii) the Indenture, which adopts and incorporates the standard
indenture terms, between J.P. Morgan Trust Company, National Association, as
indenture trustee, and the Trust (the "Indenture"), (iv) the funding note
indenture, which adopts and incorporates the standard funding note indenture
terms, between J.P. Morgan Trust Company, National Association, as funding note
indenture trustee, and Global Funding (the "Funding Note Indenture"), (v) the
Distribution Agreement, dated April 27, 2004 entered into by and among Global
Funding and the agents named therein, acknowledged and agreed to by the Trust
pursuant to the terms agreement dated as of the date of the Pricing Supplement
executed by the Trust through the execution of the Series Instrument (as
hereinafter defined), (vi) the Series Instrument, dated September 15, 2004 (the
"Series Instrument") that includes the Trust Agreement executed in connection
with the creation of the Trust, (vii) the Closing Instrument, dated September
22, 2004 (the "Closing Instrument") that includes the Indenture and the Funding
Note Indenture executed in connection with the issuance by the Trust of the
Notes and the issuance by Global Funding of the Funding Note, (viii) the
Designated Notes, (ix) the Designated Funding Note, (x) Funding Agreement No.
FA-41074 and (xi) such other certificates, records, and other documents as we
have deemed necessary or appropriate to enable us to render our opinions set
forth below.
We have also reviewed the corporate action of Allstate Life and the trust
action of Global Funding and the Trust in connection with the issuance of the
Notes and the Funding Notes, and have examined, and have relied as to matters of
fact upon, originals or copies certified or otherwise identified to our
satisfaction, of such records, agreements, documents, and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of Allstate Life, Global Funding and the Trust, as
applicable, and have made such other further investigations as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth. In
such examination, we have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity to authentic original documents of any copies
submitted to us for our examination. We have relied as to factual matters upon,
and have assumed the accuracy of, representations, statements and certificates
of or from public officials and of or from officers and representations of all
persons whom we have deemed appropriate. We have assumed that the Indenture
Trustee has the power and authority to authenticate the Designated Notes.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion:
1. Upon the execution and delivery of the Designated Funding Note issued by
Global Funding as contemplated by the Registration Statement, the
Designated Funding Note will be a valid and binding obligation of Global
Funding, enforceable against Global Funding in accordance with its terms.
2. Upon the execution, issuance, authentication and delivery of the Designated
Notes as contemplated by the Registration Statement, the Designated Notes
will be the valid and binding obligations of the Trust, enforceable against
the Trust in accordance with their terms.
The above opinions with regard to the enforceability of the Designated
Notes and the Designated Funding Notes: (i) are qualified by the effects of
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally and general principles of equity
(regardless of whether such principles are considered in a proceeding in equity
or at law) and (ii) are subject to the further qualification that, to the extent
that the relevant Notes or relevant Funding Note are denominated in a currency
other than United States dollars, a claim thereunder (or foreign currency
judgment in respect to such claim) would be converted into United States dollars
at a rate of exchange prevailing on a date determined pursuant to applicable
law.
We express no opinion as to the laws of any jurisdiction other than 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, as currently in effect. This
opinion letter is rendered as of the date hereof based upon the facts and law in
existence on the date hereof. We assume no obligation to update or supplement
this opinion letter to reflect any circumstances that may come to our attention
after the date hereof with respect to the opinion and statements set forth
above, including any changes in applicable law that may occur after the date
hereof.
We hereby consent to the filing of this 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 and the Designated Funding Notes,
incorporated by reference in the Registration Statement. In giving such consent,
we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.