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EXHIBIT 5(A)
June 30, 2000
Board of Directors
Torchmark Corporation
2001 Third Avenue South
Birmingham, Alabama 35233
Re: Torchmark Corporation 1998 Stock Incentive Plan
Gentlemen:
As Associate Counsel and Secretary of Torchmark Corporation (the
"Company"), a Delaware corporation, I have served as counsel for the Company in
connection with the registration of the Torchmark Corporation 1998 Stock
Incentive Plan (the "Plan"). This opinion is being rendered pursuant to the
requirements of the Form S-8 Registration Statement to be filed on behalf of the
Plan with the Securities and Exchange Commission along with the accompanying
Form S-3 Resale Prospectus.
For purposes of this opinion, I am familiar with and have reviewed the
Certificate of Incorporation and By-laws of the Company, minutes of the meetings
of the Board of Directors and Shareholders of the Company adopting the Plan, and
such corporate records and other documents as I have deemed relevant. I have
also made such examinations of law as I have deemed relevant. In my review, I
have assumed but not independently verified the genuineness of all signatures on
all documents examined by me, the conformity of all original documents and the
authenticity of all such documents.
Based upon the foregoing, and subject to the qualifications set forth
herein, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware with 320,000,000
authorized common shares;
2. The Plan has been duly proposed and adopted by the Board of Directors and
the shareholders of the Company in compliance with the General Corporation
Laws of the State of Delaware; and
3. As and when issued in compliance with the terms and conditions of the Plan,
the common shares so issued are or will be duly authorized, legally issued,
fully paid and non-assessable stock of the Company.
I am licensed to practice law only in the State of Alabama, and
accordingly, I offer no opinion as to the application of decisions or statutory
law (including conflict of law rules) of any jurisdictions other than the States
of Alabama and Delaware and the United States of America.
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I hereby consent to the use of this opinion as a part of the Form S-8
Registration Statement and accompanying Form S-3 Resale Prospectus filed on
behalf of the Plan with the Securities and Exchange Commission and to the use of
my name in the section entitled "Experts" in the above-mentioned resale
prospectus.
Very truly yours,
/s/ Carol A. McCoy
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Carol A. McCoy
CAM:ts
