Exhibit 5.1
[Allstate Life Letterhead]
February 27, 2006
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Allstate Life Insurance Company
Funding Agreements
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. 333-129157) originally filed with
the Commission on October 20, 2005, as amended by Amendment No. 1 filed with the
Commission on November 29, 2005 and Amendment No. 2 filed with the Commission on
February 27, 2006 (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(R) CoreNotes(R) 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
$5,000,000,000, 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 among such Trust and the other parties specified therein, including X.X.
Xxxxxx Trust Company, National Association or another entity specified in the
Indenture, as indenture trustee (the "Indenture Trustee"), substantially in the
form attached as an exhibit to the Registration Statement; (ii) the registration
of up to $5,000,000,000, 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 $5,000,000,000, 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 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 attached as an exhibit to the Registration
Statement) and will immediately thereafter assign absolutely to and deposit into
the relevant Trust the relevant Funding Agreement(s), and 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.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx
