Exhibit 5

                                 April 21, 2003


The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, OH  44143

         Re:    Common Shares issuable under The Progressive Corporation 2003
         Directors Equity Incentive Plan

Gentlemen:

     We have acted as counsel to The Progressive Corporation, an Ohio
corporation (the "Company"), in connection with its 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 350,000 Common Shares, $1.00 par
value (the "Common Shares"), of the Company pursuant to the Company's 2003
Directors Equity Incentive Plan (the "Plan").

     In connection with the foregoing, we have examined (a) the Amended Articles
of Incorporation, as amended, and the Code of Regulations of the Company, (b)
the Plan, and (c) such records of the corporate proceedings of the Company and
such other documents as we deem necessary to render this opinion.

     Based on such examination, we are of the opinion that:

     1.         The Company is a corporation duly organized and validly existing
                under the laws of the State of Ohio.

     2.         The Common Shares available for issuance under the Plan, when
                issued and sold pursuant to the Plan, will be legally issued,
                fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                                Very truly yours,

                                                Baker & Hostetler LLP