{"id":43846,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/opinion-letter-special-counsel-s-3-registered-securities.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"opinion-letter-special-counsel-s-3-registered-securities","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/opinion-letter-special-counsel-s-3-registered-securities.html","title":{"rendered":"Opinion Letter – Special Counsel – S-3 Registered Securities – Allstate Corp."},"content":{"rendered":"\n\n\n
<\/td>\n<\/td>\n\n

Dewey & LeBoeuf LLP<\/p>\n

1301 Avenue of the Americas<\/p>\n

New York, NY 10019-6092<\/p>\n

T +1 212 259-8000<\/p>\n

F +1 212 259-6333<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

January 11, 2012<\/p>\n

The Allstate Corporation<\/p>\n

2775 Sanders Road<\/p>\n

Northbrook, IL 60062<\/p>\n

RE: THE ALLSTATE CORPORATION-<\/p>\n

5.200% SENIOR NOTES DUE 2042<\/u><\/p>\n

Ladies and Gentlemen:<\/p>\n

We have acted as special counsel to The Allstate Corporation, a Delaware
\ncorporation (the “Company<\/strong>“), in connection with the sale of
\n$500 million in aggregate principal amount of its 5.200% Senior Notes due 2042
\n(the “Securities<\/strong>“), pursuant to the Underwriting Agreement,
\ndated as of January 9, 2012 (the “Underwriting Agreement<\/strong>“),
\nbetween the Company and J.P. Morgan Securities LLC and Goldman, Sachs & Co.,
\nas representatives of the several underwriters (the
\n“Underwriters<\/strong>“) listed on Schedule II to the Underwriting
\nAgreement. The Securities will be issued under the Indenture, dated as of
\nDecember 16, 1997 (the “Base Indenture<\/strong>“), as amended by the
\nThird Supplemental Indenture, dated as of July 23, 1999, and the Sixth
\nSupplemental Indenture, dated as of June 12, 2000, and as supplemented by the
\nSixteenth Supplemental Indenture, dated as of January 11, 2012 (collectively,
\nthe “Supplemental Indentures<\/strong>,” and together with the Base
\nIndenture, the “Indenture<\/strong>“), between the Company and U.S. Bank
\nNational Association (as successor in interest to State Street Bank and Trust
\nCompany), as trustee (the “Trustee<\/strong>“).<\/p>\n

In connection therewith, we have examined: (a) the registration statement on
\nForm S-3 (File No. 333-159071) filed by the Company with the Securities and
\nExchange Commission (the “Commission<\/strong>“) pursuant to the
\nSecurities Act of 1933, as amended (the “Securities Act<\/strong>“),
\nwhich automatically became effective under the Securities Act on May 8, 2009,
\nallowing for delayed offerings pursuant to Rule 415 of the General Rules and
\nRegulations under the Securities Act (the “Rules and
\nRegulations<\/strong>“), including the documents incorporated by reference
\ntherein (the “Registration Statement<\/strong>“); (b) the prospectus,
\ndated May 8, 2009 (the “Base Prospectus<\/strong>“), filed as part of the
\nRegistration Statement; (c) the preliminary prospectus<\/p>\n

\n

\n

<\/p>\n

supplement, dated January 9, 2012, relating to the Securities, in the form
\nfiled by the Company with the Commission on January 9, 2012 pursuant to Rule
\n424(b) of the Rules and Regulations; (d) the prospectus supplement, dated
\nJanuary 9, 2012 (together with the Base Prospectus, the
\n“Prospectus<\/strong>“), relating to the Securities, in the form filed by
\nthe Company with the Commission on January 10, 2012 pursuant to Rule 424(b) of
\nthe Rules and Regulations; (e) an executed copy of the Underwriting Agreement;
\n(f) an executed copy of the Base Indenture; (g) executed copies of the
\nSupplemental Indentures; (h) an executed and authenticated copy of the
\ncertificate representing the Securities; (i) a certificate, dated January 4,
\n2012, and a facsimile bringdown thereof, dated January 11, 2012 from the
\nSecretary of State of the State of Delaware as to the existence and good
\nstanding in the State of Delaware of the Company; (j) a copy of the Amended and
\nRestated Certificate of Incorporation of the Company, as currently in effect;
\n(k) a copy of the Amended and Restated Bylaws of the Company, as currently in
\neffect, a copy of the resolutions of the Board of Directors of the Company,
\nadopted November 8, 2011, in each case, as certified by the Secretary of the
\nCompany in the Secretary’s Certificate, dated January 11, 2012; and (l) such
\nother records of the corporate proceedings of the Company as we have deemed
\nnecessary as the basis for the opinion expressed herein.<\/p>\n

We have also examined, have relied as to matters of fact upon and have
\nassumed the accuracy of originals or copies certified of, or otherwise
\nidentified to our satisfaction, such records, agreements, documents and other
\ninstruments and such representations, statements and certificates or comparable
\ndocuments of or from public officials and officers and representatives of the
\nCompany and of representations of such persons whom we have deemed appropriate,
\nand have made such other investigations, as we have deemed relevant and
\nnecessary as a basis for the opinions hereinafter set forth. In such
\nexamination, and in connection with our review of all such documents, including
\nthe documents referred to in clauses (a) through (l) of the preceding paragraph,
\nwe have assumed the legal capacity of all persons, the genuineness of all
\nsignatures, the authenticity of all documents submitted to us as originals, the
\nconformity to original documents of all documents submitted to us as copies and
\nthe authenticity of the originals of such latter documents.<\/p>\n

With your permission, for purposes of the opinion expressed herein, we have
\nassumed that the Trustee has the power and authority to authenticate the
\ncertificate representing the Securities.<\/p>\n

Based upon and subject to the foregoing, and subject to the further
\nlimitations, qualifications and assumptions stated herein, we are of the opinion
\nthat the Securities have been duly authorized by the Company, the certificate
\nrepresenting the Securities has been duly executed and delivered by the Company
\nagainst payment therefor in accordance with the terms of the Underwriting
\nAgreement, and, assuming the certificate representing the Securities has been
\nauthenticated and delivered by the Trustee in accordance with the terms of the
\nIndenture, the Securities constitute legal, valid and binding obligations of the
\nCompany, enforceable against<\/p>\n

2<\/p>\n

\n

<\/p>\n

the Company in accordance with their terms, subject to (x) bankruptcy,
\ninsolvency, reorganization, moratorium, fraudulent transfer or other similar
\nlaws now or hereafter in effect relating to or affecting creditors’ rights
\ngenerally and (y) general principles of equity (regardless of whether such
\nprinciples are considered in a proceeding at law or in equity), and the
\nSecurities are entitled to the benefits of the Indenture.<\/p>\n

We express no opinion as to the effect of any federal or state laws regarding
\nfraudulent transfers or conveyances. We express no opinion as to the laws of any
\njurisdiction other than the laws of the State of New York, the General
\nCorporation Law of the State of Delaware and the federal laws of the United
\nStates. In particular (and without limiting the generality of the foregoing), we
\nexpress no opinion concerning the effect, if any, of any law of any jurisdiction
\n(except the State of New York) in which any holder of any Securities is located
\nthat limits the rate of interest that such holder may charge or collect.
\nFurthermore, we express no opinion as to: (i) whether a United States federal
\ncourt would accept jurisdiction in any dispute, action, suit or proceeding
\narising out of or relating to the Securities or the Indenture or the
\ntransactions contemplated thereby; and (ii) any waiver of inconvenient forum.\n<\/p>\n

This opinion letter is rendered as of the date hereof based upon the facts
\nand law in existence on the date hereof. We assume no obligation to update or
\nsupplement this opinion letter to reflect any circumstances that may come to our
\nattention after the date hereof with respect to the opinion and statements set
\nforth above, including any changes in applicable law that may occur after the
\ndate hereof.<\/p>\n

We consent to the filing of this opinion letter as an exhibit to the
\nCompany’s Current Report on Form 8-K to be filed by the Company with the
\nCommission in connection with the offering and sale of the Securities, which
\nwill be incorporated by reference into the Registration Statement and the
\nProspectus and to the use of our name under the caption “Legal Matters”
\ncontained in the Prospectus. In giving our consent, we do not thereby concede
\nthat we come within the category of persons whose consent is required by the
\nSecurities Act or the Rules and Regulations.<\/p>\n\n\n\n\n\n
<\/td>\n\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Dewey & LeBoeuf LLP<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

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