Allstate (ALL)

required for the issue and sale of the Securities by the Company or the consummation by the Company of the transactions contemplated by this Agreement under the Act, the Exchange Act, the Trust Indenture Act or the rules and regulations issued pursuant to each such act have been obtained or made.

(viii)        The discussion of United States tax matters set forth under the heading “Certain United States Federal Income Tax Considerations” in the Time of Sale Prospectus and the Prospectus accurately reflects such counsel’s opinion as to such tax laws (subject to the qualifications and assumptions set forth in such discussion).

(ix)           As such counsel, such counsel reviewed the Registration Statement, the Time of Sale Prospectus and the Final Prospectus as amended or supplemented, participated in discussions with representatives of the Underwriters and of the Company and its accountants at which contents of the Registration Statement, Time of Sale Prospectus and Final Prospectus as amended or supplemented and related matters were discussed; on the basis of the information that such counsel gained in the course of the performance of their services referred to above, although such counsel shall not be deemed to be passing upon and shall not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Final Prospectus and shall not be required to have made an independent check or verification thereof (except as described in paragraphs (iii) and (ix) hereof), on the basis of the foregoing, no facts have come to the attention of such counsel in the course of such review which have caused such counsel to believe that, (A) the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and the financial and accounting data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel need express no opinion), as of the date the Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that (B) as of the Applicable Time (which the Underwriters shall have informed such counsel is prior to the time of the first sale of the Securities by the Underwriters), the Time of Sale Prospectus (other than the financial statements and financial and accounting data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading or that (C) as of its date or as of the Time of Delivery, the Final Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and financial and accounting data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading; and

(x)            The Company is not, and after giving effect to the offering and sale of the Securities and the application of the net proceeds therefrom as described in the Time of Sale Prospectus and the Final Prospectus, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.