Opinion Letter – Special Counsel – S-3 Registered Securities – Allstate Corp.

Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 T +1 212 259-8000 F +1 212 259-6333

January 11, 2012

The Allstate Corporation

2775 Sanders Road

Northbrook, IL 60062

RE: THE ALLSTATE CORPORATION-

5.200% SENIOR NOTES DUE 2042

Ladies and Gentlemen:

We have acted as special counsel to The Allstate Corporation, a Delaware
corporation (the “Company“), in connection with the sale of
$500 million in aggregate principal amount of its 5.200% Senior Notes due 2042
(the “Securities“), pursuant to the Underwriting Agreement,
dated as of January 9, 2012 (the “Underwriting Agreement“),
between the Company and J.P. Morgan Securities LLC and Goldman, Sachs & Co.,
as representatives of the several underwriters (the
“Underwriters“) listed on Schedule II to the Underwriting
Agreement. The Securities will be issued under the Indenture, dated as of
December 16, 1997 (the “Base Indenture“), as amended by the
Third Supplemental Indenture, dated as of July 23, 1999, and the Sixth
Supplemental Indenture, dated as of June 12, 2000, and as supplemented by the
Sixteenth Supplemental Indenture, dated as of January 11, 2012 (collectively,
the “Supplemental Indentures,” and together with the Base
Indenture, the “Indenture“), between the Company and U.S. Bank
National Association (as successor in interest to State Street Bank and Trust
Company), as trustee (the “Trustee“).

In connection therewith, we have examined: (a) the registration statement on
Form S-3 (File No. 333-159071) filed by the Company with the Securities and
Exchange Commission (the “Commission“) pursuant to the
Securities Act of 1933, as amended (the “Securities Act“),
which automatically became effective under the Securities Act on May 8, 2009,
allowing for delayed offerings pursuant to Rule 415 of the General Rules and
Regulations under the Securities Act (the “Rules and
Regulations“), including the documents incorporated by reference
therein (the “Registration Statement“); (b) the prospectus,
dated May 8, 2009 (the “Base Prospectus“), filed as part of the
Registration Statement; (c) the preliminary prospectus

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supplement, dated January 9, 2012, relating to the Securities, in the form
filed by the Company with the Commission on January 9, 2012 pursuant to Rule
424(b) of the Rules and Regulations; (d) the prospectus supplement, dated
January 9, 2012 (together with the Base Prospectus, the
“Prospectus“), relating to the Securities, in the form filed by
the Company with the Commission on January 10, 2012 pursuant to Rule 424(b) of
the Rules and Regulations; (e) an executed copy of the Underwriting Agreement;
(f) an executed copy of the Base Indenture; (g) executed copies of the
Supplemental Indentures; (h) an executed and authenticated copy of the
certificate representing the Securities; (i) a certificate, dated January 4,
2012, and a facsimile bringdown thereof, dated January 11, 2012 from the
Secretary of State of the State of Delaware as to the existence and good
standing in the State of Delaware of the Company; (j) a copy of the Amended and
Restated Certificate of Incorporation of the Company, as currently in effect;
(k) a copy of the Amended and Restated Bylaws of the Company, as currently in
effect, a copy of the resolutions of the Board of Directors of the Company,
adopted November 8, 2011, in each case, as certified by the Secretary of the
Company in the Secretary’s Certificate, dated January 11, 2012; and (l) such
other records of the corporate proceedings of the Company as we have deemed
necessary as the basis for the opinion expressed herein.

We have also examined, have relied as to matters of fact upon and have
assumed the accuracy of originals or copies certified of, or otherwise
identified to our satisfaction, such records, agreements, documents and other
instruments and such representations, statements and certificates or comparable
documents of or from public officials and officers and representatives of the
Company and of representations of such persons whom we have deemed appropriate,
and have made such other investigations, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth. In such
examination, and in connection with our review of all such documents, including
the documents referred to in clauses (a) through (l) of the preceding paragraph,
we have assumed the legal capacity of all persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies and
the authenticity of the originals of such latter documents.

With your permission, for purposes of the opinion expressed herein, we have
assumed that the Trustee has the power and authority to authenticate the
certificate representing the Securities.

Based upon and subject to the foregoing, and subject to the further
limitations, qualifications and assumptions stated herein, we are of the opinion
that the Securities have been duly authorized by the Company, the certificate
representing the Securities has been duly executed and delivered by the Company
against payment therefor in accordance with the terms of the Underwriting
Agreement, and, assuming the certificate representing the Securities has been
authenticated and delivered by the Trustee in accordance with the terms of the
Indenture, the Securities constitute legal, valid and binding obligations of the
Company, enforceable against

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the Company in accordance with their terms, subject to (x) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws now or hereafter in effect relating to or affecting creditors’ rights
generally and (y) general principles of equity (regardless of whether such
principles are considered in a proceeding at law or in equity), and the
Securities are entitled to the benefits of the Indenture.

We express no opinion as to the effect of any federal or state laws regarding
fraudulent transfers or conveyances. We express no opinion as to the laws of any
jurisdiction other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States. In particular (and without limiting the generality of the foregoing), we
express no opinion concerning the effect, if any, of any law of any jurisdiction
(except the State of New York) in which any holder of any Securities is located
that limits the rate of interest that such holder may charge or collect.
Furthermore, we express no opinion as to: (i) whether a United States federal
court would accept jurisdiction in any dispute, action, suit or proceeding
arising out of or relating to the Securities or the Indenture or the
transactions contemplated thereby; and (ii) any waiver of inconvenient forum.

This opinion letter is rendered as of the date hereof based upon the facts
and law in existence on the date hereof. We assume no obligation to update or
supplement this opinion letter to reflect any circumstances that may come to our
attention after the date hereof with respect to the opinion and statements set
forth above, including any changes in applicable law that may occur after the
date hereof.

We consent to the filing of this opinion letter as an exhibit to the
Company’s Current Report on Form 8-K to be filed by the Company with the
Commission in connection with the offering and sale of the Securities, which
will be incorporated by reference into the Registration Statement and the
Prospectus and to the use of our name under the caption “Legal Matters”
contained in the Prospectus. In giving our consent, we do not thereby concede
that we come within the category of persons whose consent is required by the
Securities Act or the Rules and Regulations.

	Very truly yours,
	/s/ Dewey & LeBoeuf LLP

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