Allstate Life Insurance Company
Allstate Life Insurance Company
Xxxxxxx X. Xxxxxxx
Xx. Vice President, Secretary & General Counsel
Financial Law & Regulation
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June 5, 2007 |
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
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Re: |
Allstate Life Insurance Company |
Ladies and Gentlemen:
In connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), by Allstate Life Insurance Company, an Illinois life insurance company (the “Company”), and Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware (“Global Funding”), of a Registration Statement on Form S-3, filed with the Commission on June 4, 2007 (including the documents incorporated by reference therein, the “Registration Statement”), including a prospectus (the “Prospectus”) relating to secured medium term notes (the “Notes”) to be issued by newly created separate and distinct Delaware statutory trusts (each, a “Trust” and together the “Trusts”), a prospectus supplement relating to secured medium term notes to be issued by the Trusts (the “Institutional Prospectus Supplement”) and a prospectus supplement relating to Allstate Life® CoreNotes® to be issued by the Trusts (the “Retail Prospectus Supplement”), you have requested my opinion with respect to the matters set forth below.
The Registration Statement provides for: (i) the registration and issuance by the Trusts of Notes with each Trust to issue Notes, pursuant to an Indenture (each an “Indenture”) to be entered into between such Trust and the other parties specified therein, including The Bank of New York Trust Company, N.A. or another entity specified in the Indenture, and, in each case, its successors, as indenture trustee (the “Indenture Trustee”), substantially in the form identified on the exhibit list to the Registration Statement; (ii) the registration and issuance of Funding Notes by Global Funding (each in the form identified on the exhibit list, a “Funding Note”), with each Funding Note to be issued pursuant to a Funding Note Indenture (each a “Funding Note Indenture”) to be entered into among Global Funding and the other parties specified therein, including The Bank of New York Trust Company, N.A., or another entity specified in the Funding Note Indenture, and, in each case, its successors, as funding note indenture trustee (the “Funding Note Indenture Trustee”), substantially in the form identified on the exhibit list to the Registration Statement, to be sold by Global Funding to the Trusts in connection with the sale of the Notes and (iii) the registration and issuance of the Company’s funding agreements (each in
the form identified on the exhibit list to the Registration Statement, a “Funding Agreement”) to be sold by Allstate Life to Global Funding, which will immediately grant a security interest in, pledge and collaterally assign the relevant Funding Agreement(s) to the Funding Note Indenture Trustee (as defined in the Standard Funding Note Indenture Terms identified on the exhibit list to the Registration Statement) and will immediately thereafter assign absolutely to and deposit into the relevant Trust the relevant Funding Agreement(s). The relevant Funding Note will be surrendered and cancelled by Global Funding upon such surrender in connection with the sale of Notes.
In my capacity as General Counsel to the Company, I, or other attorneys in the Law Department of the Company under my direction, have examined the Registration Statement.
In addition, I, or other attorneys in the Law Department of the Company under my direction, have examined the originals (or copies certified or otherwise identified to my satisfaction) of such other agreements, certificates, documents and records and have reviewed such questions of law and made such inquiries as I have deemed necessary or appropriate for the purpose of the opinions rendered herein.
In such examination, I have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all such documents submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied upon the aforesaid agreements, instruments, certificates, documents and records and upon statements and certificates of officers and representative of the Company and public officials.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions stated here, I am of the opinion that:
The Funding Agreements have been duly authorized and when they have been duly executed, issued and delivered, will constitute a valid and legally binding obligation of the Company in accordance with their terms.
The opinions rendered herein are limited to the laws of the State of Illinois and the Federal law of the United States.
I consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Opinions” in the Prospectus forming a part thereof and to the incorporation by reference of this opinion and consent as exhibits to any Registration Statement field in accordance with Rule 462(b) under the Act relating to the Notes. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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Xxxxxxx X. Xxxxxxx |
