Exhibit 5.1
[Allstate Life Letterhead]
March 4, 2004
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Allstate Life Insurance Company
Funding Agreements
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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 (File No. 333-112249), as amended (the
"Registration Statement"), including a prospectus (the "Prospectus") relating to
secured medium term notes (the "Notes") to be issued by newly formed 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(SM) CoreNotes(SM) 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 of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of Notes to be issued by the Trusts, with each Trust
to issue Notes, pursuant to an Indenture (each an "Indenture") to be entered
into between such Trust and X.X. Xxxxxx Trust Company, National Association, as
indenture trustee (the "Indenture Trustee"), substantially in the form attached
as an exhibit to the Registration Statement, (ii) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of Funding Notes to be issued by Global Funding (each
in the form attached as an exhibit to the Registration Statement, a "Funding
Note") to be sold to the Trusts in connection with the sale of the Notes and
(iii) the registration of up to $4,000,000,000, or the equivalent amount in one
or more foreign currencies, of the Company's funding agreements (each in the
form attached as an exhibit to the Registration Statement, a "Funding
Agreement") to be sold to Global Funding, which will immediately assign
absolutely and deposit the relevant Funding Agreement(s) to the relevant Trust,
and the relevant Funding Note will be surrendered, 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.
Allstate Life Insurance Company
March 4, 2004
Page 2
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 purposes 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 herein, 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 valid and legally
binding obligations 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 and to the incorporation by reference of this
opinion and consent as exhibits to any Registration Statement filed 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.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
