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EXHIBIT 5
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Opinion of Baker & Hostetler LLP
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Exhibit 5
July 12, 2000
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
Re: The Progressive Retirement Security Program
Gentlemen:
We have acted as counsel to The Progressive Corporation, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, as amended, relating to the offering of up to 1,000,000 Common
Shares, $1.00 par value (the "Common Shares"), of the Company pursuant to The
Progressive Retirement Security Program (the "Plan") and interests in the Plan
to be offered and sold pursuant to the Plan. We have examined the Plan and such
documents, records and matters of law as we deem necessary for purposes of this
opinion and, based thereon, we are of the opinion that:
1. The interests in the Plan, when offered to participants in the
Plan in accordance with the terms of the Plan, will be legally issued; and
2. The Common Shares of the Company which may be issued, transferred
or sold by the Company to the Plan will be, when issued, transferred or sold in
accordance with the terms of the Plan, duly authorized, legally issued, fully
paid and nonassessable so long as the issuance or sale of any newly issued
Common Shares, or the transfer or sale of any Common Shares held as treasury
shares, is duly authorized by the Company's Board of Directors prior to any such
issuance, transfer or sale.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 and to the reference to our firm under the
caption "Legal Matters" in the prospectus which is a part of such Registration
Statement.
Very truly yours,
Baker & Hostetler LLP