1
EXHIBIT 5
---------
Opinion of Baker & Hostetler LLP
2
BAKER & HOSTETLER LLP
3200 NATIONAL CITY CENTER
1900 E. NINTH STREET
CLEVELAND, OH 44114
April 15, 1997
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, OH 44143
Re: Common Shares issuable under The Progressive Corporation
1995 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 5,000,000 Common Shares,
$1.00 par value (the "Common Shares"), of the Company pursuant to the Company's
1995 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,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP