[Sonnenschein Nath & Rosenthal Letterhead]
December 6, 2001
Horace Mann Educators Corporation
921 Horace Mann Plaza
Springfield, Illinois 62715-0001
Re: Registration Statement on Form S-8 of 1,500,000 Shares of Common Stock
of the Corporation Under the Corporation's 2001 Stock Incentive Plan
(the "Plan").
Ladies and Gentlemen:
In connection with the preparation of the above-referenced Registration
Statement (the "Registration Statement"), which is being filed on or about the
date of this letter, on behalf of Horace Mann Educators Corp., a Delaware
corporation (the "Corporation"), you have asked us to provide you this opinion
letter in accordance with subsection (b)(5) of Item 601 of Regulation S-K
promulgated by the United States Securities and Exchange Commission. The
Registration Statement relates to the offer and sale pursuant to the Plan of up
to 1,500,000 shares (the "Shares") of the Corporation's Common Stock, par value
$0.001 per share.
Based upon and subject to our examination described herein and the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the opinion that the issuance of the Shares that will be originally
issued under the Plan has been duly authorized, and the Shares will, when issued
pursuant to and in accordance with the terms of the Plan and the applicable
award agreements, be validly issued, fully paid, and non-assessable.
We have examined and relied upon, without further investigation, the
following in connection with rendering the opinions expressed herein: (a) the
Plan and the form of the agreements to be entered into pursuant to the Plan; (b)
the Corporation's Certificate of Incorporation, as amended and restated, and the
Corporation's Bylaws; (c) the Registration Statement, and (d) such other
documents, certificates, records, and oral statements of public officials and
the officers of the Corporation as we deemed necessary for the purpose of
rendering the opinions expressed herein.
In our examinations, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photostatic copies or by
facsimile or electronic mail, and the authenticity of the originals from which
such copies, facsimiles, or electronic transmissions were made. We have assumed
that option agreements entered into under the Plan will conform to the form of
such agreements that we have reviewed.
This opinion letter is limited to the specific legal issues that it
expressly addresses, and accordingly, we express no opinion as to the law of any
jurisdiction other than the General Corporation Law of the State of Delaware, as
amended. We are not admitted to the Delaware Bar. In expressing our opinions set
forth herein, we have reviewed and relied upon, without further investigation,
such laws as published in generally available sources.
We consent to the filing of this opinion letter, or a reproduction thereof,
as an exhibit to the Registration Statement. In giving such consent, however, we
are not admitting that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations promulgated by the Securities and Exchange Commission thereunder.
This opinion letter is rendered on the date set forth above, and we have no
continuing obligation hereunder to inform you of changes in the applicable law
or the facts after such date or facts of which we have become aware after the
date hereof, even if such changes or facts could affect our opinions expressed
herein.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
/s/ Sonnenschein Nath & Rosenthal