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EXHIBIT 8.1
November 27, 1996
To: The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127
Allstate Financing II
c/o The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127
Ladies and Gentlemen:
We have acted as special counsel for The Allstate Corporation, a
Delaware corporation (the "Company"), and Allstate Financing II, a statutory
business trust organized under the Business Trust Act of the State of Delaware
(Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801,
et seq.) (the "Capital Securities Issuer"), in connection with the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "1933 Act"), of a registration statement on Form S-3
dated as of August 27, 1996 (the "Registration Statement") (including the
amendment to the Registration Statement, dated September 30, 1996, and the
prospectus dated October 1, 1996, as supplemented by the prospectus supplement
dated November 22, 1996 contained in the Registration Statement (as so
supplemented, the "Final Prospectus"), relating to the issuance of 200,000 of
the Capital Securities Issuer's 7.83% Capital Securities (liquidation preference
$1,000 per capital security) (the "Capital Securities"), representing undivided
beneficial interests in the assets of the Capital Securities Issuer.
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The Capital Securities are guaranteed (the "Capital Securities
Guarantee") by the Company with respect to the payment of distributions and
payments upon liquidation, redemption and otherwise pursuant to, and to the
extent set forth in, the Capital Securities Guarantee Agreement, dated as of
November 27, 1996 ("Capital Securities Guarantee Agreement"), between the
Company and State Street Bank and Trust Company, a Massachusetts banking
corporation, as guarantee trustee, for the benefit of the holders of the Capital
Securities.
In connection with the issuance of the Capital Securities, the Capital
Securities Issuer is also issuing 6,186 of its common securities (liquidation
amount of $1,000 per common security) (the "Common Securities"), representing
undivided beneficial interests in the assets of the Capital Securities Issuer.
The Capital Securities are being issued pursuant to the Amended and
Restated Declaration of Trust of the Capital Securities Issuer, dated as of
November 27, 1996 (the "Declaration"), among the Company, as Depositor, State
Street Bank and Trust Company, as Property Trustee (the "Property Trustee"),
Delaware Trust Capital Management, Inc., as Delaware trustee (the "Delaware
Trustee"), and the Regular Trustees named therein.
The entire proceeds from the sale of the Capital Securities and the
Common Securities are to be used by the Capital Securities Issuer to purchase
$206,186,000 aggregate principal amount of 7.83% Junior Subordinated Debentures,
Series B, due on December 1, 2045 (the "Junior Subordinated Debentures") to be
issued by the Company. The Junior Subordinated Debentures are to be issued
pursuant to an indenture, dated as of November 25, 1996 (the "Subordinated
Indenture"), between the Company and the State Street Bank and Trust Company, as
trustee (the
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"Debenture Trustee"), and a supplement to the Subordinated Indenture, dated as
of November 27, 1996 (the "Supplemental Indenture" and, together with the
Subordinated Indenture, the "Indenture"), between the Company and the Debenture
Trustee.
In connection with the issuance pursuant to the Registration
Statement, you have requested that we render the opinion set forth below. In
connection with rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement; (ii) the Company's Quarterly Report on Form 10-Q
for the period ending September 30, 1996; (iii) the certificate of trust (the
"Certificate of Trust") filed by the Capital Securities Issuer with the
Secretary of the State of Delaware on August 21, 1996; (iv) the Declaration
(including the designation of the terms of the Capital Securities and the Common
Securities annexed thereto); (v) the Capital Securities Guarantee Agreement;
(vi) the Indenture; (vii) the form of Junior Subordinated Debentures and a
specimen certificate thereof; (viii) a copy of the Underwriting Agreement, dated
November 22, 1996 (the "Underwriting Agreement"), and the Pricing Agreement,
dated November 22, 1996 (the "Pricing Agreement"), each among Morgan Stanley &
Co. Incorporated, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and J. P. Morgan Securities, Inc. (collectively, the
"Underwriters"), the Company and the Capital Securities Issuer; (ix) the form of
the Capital Securities; and (x) such other records and documents as we have
deemed necessary or appropriate as a basis for the opinion set forth below. We
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all records and documents submitted to us
as originals, the conformity to original records
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and documents of all records and documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to this opinion that we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of the Company. In rendering this opinion,
we have assumed that the transactions were consummated in accordance with the
descriptions thereof set forth in such records and documents and that such
records and documents accurately reflect the material facts of the
transactions. Our opinion is limited to legal rather than factual matters.
In rendering our opinion, we have relied upon the Internal Revenue
Code of 1986, as amended, Treasury Regulations, legislative history, judicial
authorities, published positions of the Internal Revenue Service and such other
authorities as we have considered relevant, all in effect as of the date hereof
and all of which are subject to change or differing interpretation (possibly on
a retroactive basis). There can be no assurances, moreover, that the opinion
expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.
On the basis of and subject to the foregoing, we are of the opinion
that the discussion set forth in the Final Prospectus under the heading "Certain
Federal Income Tax Consequences," to the extent it constitutes matters of law or
legal conclusions, is correct in all material respects.
We express no opinion as to any United States federal tax consequences
other than as set forth in this letter or as to any tax consequences under
state, local or foreign law. We hereby consent to the filing of this opinion as
Exhibit 8 to the Registration Statement. We also consent to the reference to
our firm under the headings "Certain Federal Income Tax Consequences" and
"Validity of Securities" in the Registration Statement. In giving each such
consent, we do not thereby admit that
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we are in the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate
Meagher & Flom (Illinois)