Exhibit 5
August 14, 2000
Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Re: Conseco, Inc.
Registration Statement on Form S-3
Gentlemen and Madam:
I am Executive Vice President, General Counsel and Secretary of
Conseco, Inc., an Indiana corporation (the "Company"), and in such capacity, I
exercise general supervision over the Company's legal affairs. I and lawyers
over whom I exercise general supervision ("we") have acted as counsel to the
Company in connection with the Registration Statement on Form S-3 (No.
333-41114) filed by the Company with the Securities and Exchange Commission
concerning a Warrant (the "Warrant") to purchase shares of common stock, no par
value, of the Company ("Common Stock") and the shares of Common Stock issuable
upon exercise of the Warrant. In connection with our representation, we have
examined the corporate records of the Company, including its Amended and
Restated Articles of Incorporation, its Amended and Restated Bylaws and other
corporate records and documents and have made such other examinations as we
consider necessary to render this opinion. Based upon the foregoing, I am of the
opinion that:
1. The Company is a corporation organized and validly existing under
the laws of the State of Indiana.
2. The Warrant and the shares of Common Stock to be issued upon the
exercise of the Warrant have been duly authorized by all requisite
corporate action.
3. With respect to the authorized but unissued shares of Common Stock
to be issued upon exercise of the Warrant, such shares, when issued
in accordance with the terms and provisions for their issuance,
will be validly issued, fully paid and non-assessable.
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Board of Directors
August 14, 2000
Page 2
I consent to the filing of this opinion as an exhibit to the
registration statement referred to above and to all references to me in such
registration statement.
Very truly yours,
By: /s/ John J. Sabl
-----------------------------------------
John J. Sabl
Executive Vice President, General Counsel
and Secretary
