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EXHIBIT 5
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Opinion of Baker & Hostetler LLP
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BAKER & HOSTETLER LLP
3200 National City Center
1900 East 9th Street
Cleveland, OH 44114-3485
May 1, 1998
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
Re: The Progressive Corporation 1998 Directors' Stock Option Plan (the
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"Plan")
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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") being filed under the
Securities Act of 1933, as amended, relating to the offering of up to 200,000
Common Shares, without par value (the "Common Shares"), of the Company pursuant
to the Plan.
In connection with the foregoing, we have examined: (a) the Amended
Articles of Incorporation of the Company, as amended, (b) the Code of
Regulations of the Company, (c) the Plan, and (d) such records of the corporate
proceedings of the Company and such other documents as we deemed necessary to
render this opinion.
Based on such examination, we are of the opinion that 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. In giving our consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission.
Sincerely,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP