EXHIBIT 5.1
May 28, 2003
Board of Directors
AmerUs Group Co.
699 Walnut Street
Des Moines, Iowa 50309-3948
Re: Registration Statement on Form S-3 (No. 333-50249)
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AmerUs Group Co. At your
request, I have examined or caused to be examined the Registration Statement on
Form S-3 (the "Registration Statement") file number 333-50249, filed by AmerUs
Life Holdings, Inc. (the "Corporation") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") relating to (i) debt securities which may be unsecured senior
debt securities (the "Senior Indebtedness"), or unsecured subordinated debt
securities (the "Junior Subordinated Debt") (ii) shares of preferred stock, no
par value (the "Pre-ferred Stock"), (iii) shares of common stock, no par value
(the "Common Stock") (iv) units, (v) purchase contracts relating to the purchase
and sale of Common Stock ("Purchase Contracts") and (vi) warrants to purchase
Senior Indebtedness, Junior Subordinated Debt, Preferred Stock or Common Stock
or any combination thereof, as shall be designated by the Corporation at the
time of the offering (the "Warrants"), in amounts, at prices and on terms to be
determined at the time of the offering. The Registration Statement also relates
to the guarantees by the Corporation of capital securities of AmerUs Capital II
and AmerUs Capital III (each a
"Guarantee") pursuant to guarantee agreements to be entered into by the
Corporation (the "Guaran-tee Agreements").
Unless otherwise specified in the applicable prospectus supplement, the
Senior Indebtedness will be issued under the Senior Indenture (the "Senior
Inden-ture") between the Corporation and First Union National Bank as Trustee in
the form filed as an exhibit to the Registration Statement. In rendering this
opinion, I, or attorneys under my supervision, have examined and relied upon a
copy of the Registration Statement. I have also examined or caused to be
examined originals, or copies of originals certified to my satisfaction, of such
agreements, documents, certificates and statements of government officials and
other instruments, and have examined such questions of law and have satisfied
myself as to such matters of fact, as I have considered relevant and necessary
as a basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuine-ness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to us for examination. I have also assumed that
all parties thereto, other than the Company, had the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or other, and the execution
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties.
Based on the foregoing, and subject to the qualifications and limitations
hereinafter set forth, I am of the opinion that:
1. The Senior Indebtedness designated the Senior Notes initially due 2008
(the "Notes") issued on the date hereof, when such series of Senior Indebtedness
shall have been duly executed and authenticated as provided in the Senior
Indenture and shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor such series of Senior Indebtedness
will be legally issued and binding obligations of the Corporation (except as may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting
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the enforcement of creditors' rights generally and by the effect of general
principles of equity, regardless of whether considered in a proceeding in
equity or at law and the waiver contained in Section 5.14 of the Indenture may
be deemed unenforceable).
2. With respect to Common Stock initially issuable upon exercise of the
5,000,000 Purchase Contracts issued on the date hereof as a component of the
Income PRIDES (as defined in paragraph 4 below), when certificates representing
the Common Stock shall have been duly executed, countersigned and registered and
duly delivered to the purchasers thereof against payment of the agreed
consideration therefor as contemplated under the Purchase Contract Agreement
dated as of the date hereof by and between Wachovia Bank, National Association
and the Company (the "Purchase Contract Agreement"), the Common Stock will be
legally issued, fully paid and nonassessable.
3. With respect to the Purchase Contracts, when the Purchase Contracts
have been duly executed and delivered in accordance with the terms of the
Purchase Contract Agreement, they will be legally binding obligations of the
Corporation (except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
the enforcement of creditors' rights generally and by the effect of general
principles of equity, regardless of whether considered in a proceeding in equity
or at law).
4. With respect to the Income PRIDES (the "PRIDES"), units consisting of
Purchase Contracts and Senior Debt of the Corporation, when the PRIDES have been
duly executed and delivered in accordance with the terms of the Purchase
Contract Agreement, they will be legally binding obligations of the Corporation
(except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting the enforcement
of creditors' rights generally and by the effect of general principles of
equity, regardless of whether considered in a proceeding in equity or at law).
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I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the securities to be
registered pursuant to the Registration Statement. Without limiting the
generality of the foregoing, I express no opinion in connection with the matters
contemplated by the Registration Statement, and no opinion may be implied or
inferred, except as expressly set forth herein. This opinion is limited to the
laws of the State of Iowa and of the United States of America to the extent
applicable. If any of the securities included in the Registration Statement are
governed by the laws of a state other than Iowa, I have assumed for purposes of
this opinion that the laws of such other state are the same as those of the
State of Iowa.
Very truly yours,
/s/ Joseph K. Haggerty, Esq.
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Joseph K. Haggerty, Esq.
Senior Vice President
and General Counsel
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