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Exhibit 5
THE ALLSTATE CORPORATION
2775 Sanders Road
Northbrook, Illinois 60062-6127
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Emma M. Kalaidjian
Assistant Secretary
October 31, 2000
The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062-6127
Ladies and Gentlemen:
A Registration Statement on Form S-8 ("Registration Statement") is being
filed on or about the date of this letter with the Securities and Exchange
Commission to register an additional $40,000,000 of Deferred Compensation
Obligations of The Allstate Corporation ("Allstate") for issuance to
participants in The Allstate Corporation Deferred Compensation Plan for
Independent Contractor Exclusive Agents (the "Plan"). The Obligations represent
unsecured obligations of the Company to pay deferred compensation in the future
in accordance with the Plan. The $40,000,000 of Obligations being registered
under this Registration Statement are in addition to the $40,000,000 of
Obligations registered on November 8, 1995 pursuant to Registration Statement
No. 33-99138. This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of
Incorporation of Allstate as currently in effect, (iv) the By-laws of Allstate
as currently in effect, and (v) resolutions of the Board of Directors of
Allstate relating to the filing of the Registration Statement and related
matters. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of Allstate and such other
agreements, instruments, and documents of Allstate, and have made such other
investigations, as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
Based upon the foregoing, it is my opinion that, when issued in accordance
with the provisions of the Plan, the Obligations will be valid and binding
obligations of Allstate, enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general application relating to or affecting the enforcement of creditors'
rights or by general principles of equity.
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I am licensed to practice law in Illinois. This opinion is limited to the
Delaware General Corporation Law, the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting those laws.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ Emma M. Kalaidjian
Emma M. Kalaidjian
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