S-3MEF

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on August 8, 2005

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Protective Life Insurance Company
(As sponsor and as the depositor of the Protective Life Secured
Trusts described herein and as issuer of the funding agreements
described herein) (Exact name of registrant as specified in its charter)
   
Tennessee
(State or other jurisdiction of incorporation
or organization of registrant)
   
63-0169720
(I.R.S. Employer Identification Number)
   
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 268-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Please address a copy of all communications to:
c/o Deborah J. Long, Esq.
Senior Vice President, Secretary and General Counsel
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 268-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Steven J. Slutzky Matthew E. Kaplan Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000	Perry J. Shwachman Anthony J. Ribaudo Sidley Austin Brown & Wood LLP 10 South Dearborn Street Chicago, Illinois 60603 (312) 853-7000

Approximate date of commencement of the proposed sale to the public:
Immediately after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý    333-100944

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)(2)(3)	Amount of registration fee(4)
Secured Notes	$51,409,000	100%	$51,409,000	$6,050.84
Funding Agreements issued by Protective Life Insurance Company(5)

1.

Each issuance of Secured Notes will be made by a newly formed separate and distinct trust.

2.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

3.

If any securities are (a) denominated or payable in a foreign currency or currencies, such principal amount as shall result in an aggregate initial offering price equivalent to $51,409,000 or (b) issued at an original issue discount, such principal amount as shall result in an aggregate initial offering price of $51,409,000.

4.

The registration fee has been calculated on the basis of the maximum aggregate offering price of all securities listed in accordance with Rule 457(o) under the Securities Act of 1933.

5.

One or more Funding Agreements of Protective Life Insurance Company will be purchased by each newly formed separate and distinct trust with the proceeds of the sale of such trust's Secured Notes. Pursuant to Rule 457(o) of the Securities Act of 1933, no separate fee is payable in respect of the Protective Life Insurance Company Funding Agreements.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

EXPLANATORY NOTE

        This Registration Statement is being filed by Protective Life Insurance Company (the "Registrant") pursuant to Rule 462(b) and General Instruction IV of Form S-3, both under the Securities Act of 1933, as amended, and includes the Registration Statement facing page, this page, the signature page, an exhibit index, four opinions, an accountants' letter of awareness and an accountants' consent. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (Registration No. 333-100944), as amended (including the exhibits thereto), declared effective on November 12, 2003 by the Securities and Exchange Commission.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Protective Life Insurance Company (i) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and (ii) has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on this 8th day of August, 2005.

PROTECTIVE LIFE INSURANCE COMPANY
By:	/s/  JUDY WILSON Name:  Judy Wilson Title:     Senior Vice President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John D. Johns	Chairman of the Board and President (Principal Executive Officer)
* Allen W. Ritchie	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Steven G. Walker	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
* John D. Johns	Director
* Allen W. Ritchie	Director
R. Stephen Briggs	Director

*By: /s/  JUDY WILSON As Attorney-in-Fact August 8, 2005

II-1

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Debevoise & Plimpton LLP
5.2	Opinion of Richards, Layton & Finger, P.A., Special Delaware Counsel to Protective Life Insurance Company
5.3	Opinion of Bass, Berry & Sims PLC, Special Tennessee Counsel to Protective Life Insurance Company
8	Opinion of Debevoise & Plimpton LLP (re: tax matters)
15	Letter of Awareness of PricewaterhouseCoopers LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1 and Exhibit 8)
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.4	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.3)
24.1	Power of Attorney of Board of Directors and Officers (incorporated by reference to Exhibit 24.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944))
24.2	Power of Attorney of Steven G. Walker (incorporated by reference to Exhibit 24.2 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944))

QuickLinks

EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX

EX-5.1

Exhibit 5.1

[Letterhead of Debevoise & Plimpton LLP]

August 8, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

$51,409,000
Secured Notes
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Protective Life Insurance Company, a Tennessee stock life insurance company (“Protective Life”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), by Protective Life, of a Registration Statement on Form S-3 (the “Rule 462(b) Registration Statement”), which incorporates by reference the Registration Statement on Form S-3 (File No. 333-100944), as amended by Pre-effective Amendment No. 1 filed with the Commission on November 7, 2003 and Pre-effective Amendment No. 2 filed with the Commission on November 12, 2003 (the “2003 Registration Statement” and, together with the Rule 462(b) Registration Statement, the “Registration Statement”), including a prospectus relating to secured notes (the “Notes”) to be issued by either a newly formed Delaware statutory trust or a newly formed Delaware common law trust (each, a “Trust” and together, the “Trusts”), a prospectus supplement relating to secured medium-term notes to be issued by the Trusts (the “Institutional Prospectus Supplement”) and a prospectus supplement relating to InterNotesâ to be issued by the Trusts (the “Retail Prospectus Supplement”), relating to: (i) the registration and public offering of up to $51,409,000, or the equivalent amount in one or more foreign currencies, aggregate principal amount of Notes to be issued by the Trusts, with each Trust to issue one series of Notes (each series of Notes, a “Series of Notes” and each Trust with respect to its Series of Notes, the “Issuing Trust”), pursuant to an Indenture (each an “Indenture”) to be entered into between each Trust and The Bank of New York, as indenture trustee (the “Indenture Trustee”), substantially in the form incorporated by reference into the 2003 Registration Statement and (ii) the registration of up to $51,409,000, or the equivalent

amount in one or more foreign currencies, of Protective Life’s funding agreements to be sold to the Trusts in connection with the sale of the Notes.

In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  In all such examinations, we have assumed without independent investigation or inquiry the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies.  We have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom we have deemed appropriate.  With your permission, for purposes of the opinion expressed herein, we have assumed that: (i) the Indenture Trustee has the power and authority to authenticate each Series of Notes and (ii) the terms of each Series of Notes will be duly established so as not to violate applicable law or result in a default under or breach of any agreement or instrument binding as to the Issuing Trust and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuing Trust.

Based on the foregoing, and subject to the further qualifications set forth below, we are of the opinion that:

Upon: (i) the execution, issuance and delivery of each Series of Notes to the Indenture Trustee by the Issuing Trust in accordance with the relevant Indenture, (ii) the authentication of each Series of Notes by the Indenture Trustee in accordance with the relevant Indenture and (iii) the delivery of each Series of Notes against payment as contemplated by (a) the Registration Statement, (b) the Institutional Prospectus Supplement or Retail Prospectus Supplement, as applicable, and (c) the distribution agreement to be entered into by and among Protective Life, the Issuing Trust and the dealers named therein or the selling agent agreement to be entered into by and among Protective Life, the Issuing Trust and the agents named therein, as applicable, each Series of Notes will be valid and binding obligations of the Issuing Trust, enforceable against the Issuing Trust in accordance with their terms.

The foregoing opinion is limited by and subject to the effects of: (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization or moratorium laws or other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally and (ii) general principles of equity (whether such principles are considered in a proceeding at law or equity), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing, and standards of materiality.

2

We express no opinion as to the effect of any Federal or state laws regarding fraudulent transfers or conveyances.  We express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States and the laws of the State of New York and the State of Delaware, as currently in effect.  In particular (and without limiting the generality of the foregoing) we express no opinion: (i) concerning the laws of any country (other than the Federal laws of the United States of America) or as to the effect of such laws (whether limiting, prohibitive or otherwise) on any of the rights or obligations of any Trust, the holders of Notes of any Series of Notes, or any other party to or beneficiary of any of any Indenture or the Notes of any Series of Notes or (ii) concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of Notes of any Series of Notes is located that limits the rate of interest that such holder may charge or collect.  We express no opinion as to: (i) whether a United States Federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to any Series of Notes or any Indenture or the transactions contemplated thereby, (ii) any waiver of inconvenient forum, (iii) judgments in currencies other than United States dollars or (iv) the perfection or priority of any security interest in any collateral.  We have exclusively relied, with your permission, as to all matters involving the law of the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life, dated today and addressed to you.

We consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the use of our name under the heading “Legal Matters” in the Institutional Prospectus Supplement, the Retail Prospectus Supplement and the Prospectus, each forming a part thereof.  In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

3

EX-5.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 5.2

        [Letterhead of Richards, Layton & Finger, P.A.]

August 8, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re:

Protective Life Insurance Company

Ladies and Gentlemen:

        We have acted as special Delaware counsel to Protective Life Insurance Company, a Tennessee corporation (the "Company"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

        We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, including the following documents:

(a)

The Registration Statement on Form S-3 (File No. 333-100944), as amended by Pre-effective Amendment No. 1 and Pre-effective Amendment No. 2 thereto (as so amended, the "2003 Registration Statement"), including a base prospectus and two forms of prospectus supplements with respect to the Company (collectively, the "Prospectus"), relating to the secured notes of statutory or common law trusts to be formed under the laws of the State of Delaware (each, a "Trust" and collectively, the "Trusts"), as filed by the Company with the Securities and Exchange Commission;



(b)

The Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement" and, together with the 2003 Registration Statement, the "Registration Statement"), filed with the Securities and Exchange Commission on August 8, 2005, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which incorporates by reference the 2003 Registration Statement;



(c)

A form of Funding Agreement to be entered into between the Company and the Trusts, filed as an exhibit to the Registration Statement (the "Funding Agreement");



(d)

A certificate of an officer of the Company, dated as of August 8, 2005, as to certain factual matters;



(e)

A Certificate of Compliance/Good Standing for the Company, obtained from the Department of Insurance of the State of Delaware (the "Department"); and



(f)

The opinion of Bass, Berry & Sims PLC, dated August 8, 2005, as to certain matters.

        Initially capitalized terms used herein and not otherwise defined are used as defined in the Funding Agreement.

        With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

        For purposes of this opinion, we have assumed (i) the legal capacity of natural persons who are signatories to the documents examined by us, (ii) that each Funding Agreement will be in the form of Funding Agreement attached as an exhibit to the 2003 Registration Statement, (iii) that each party will be in compliance with all of the obligations and will satisfy all of the conditions on its part to be performed or satisfied pursuant to each Funding Agreement, (iv) that each Funding Agreement will be executed and delivered in the State of Delaware, (v) that the application of Delaware law to each

Funding Agreement will not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) which (a) would be the jurisdiction of applicable law in the absence of an effective choice of law, and (b) has a materially greater interest than Delaware in the determination of a particular issue relating to each Funding Agreement, (vi) that a form of Funding Agreement substantially the same as the form of Funding Agreement attached as an exhibit to the 2003 Registration Statement was filed with the Department, and such Funding Agreement is currently effective, not having been disapproved by the Insurance Commissioner of the State of Delaware (the "Insurance Commissioner"), or having its effectiveness withdrawn by the Insurance Commissioner since the date it was filed with the Department, and (vii) in connection with the documents of which we have reviewed a form, that all blanks contained in such documents will be properly and appropriately completed, and optional provisions included in such documents will be properly and appropriately selected, and as executed, such documents will conform with the forms of the documents reviewed by us. We have not participated in the preparation of the 2003 Registration Statement, the Rule 462(b) Registration Statement or the Prospectus and assume no responsibility for their contents.

        This opinion is limited to the laws of the State of Delaware (excluding the tax, securities and insurance laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. We have relied upon the opinion of Bass, Berry & Sims PLC with respect to matters of Tennessee law.

        Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when each Funding Agreement has been duly authorized by all necessary action, executed, issued and delivered by the parties thereto against payment therefor as contemplated by the Registration Statement and the Prospectus, the Funding Agreement will constitute a valid and binding obligation of the parties thereto, and will be enforceable against the parties thereto, in accordance with its terms.

        The foregoing opinion is subject to the effect upon the Funding Agreement of (i) bankruptcy, insolvency, moratorium, receivership, rehabilitation, reorganization, liquidation, fraudulent conveyance and transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to exculpation, indemnification or contribution.

        We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Rule 462(b) Registration Statement. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. We also consent to the reliance by Debevoise & Plimpton LLP as to matters of Delaware law upon this opinion in connection with opinions to be rendered by them on the date hereof. Except as stated above, without prior written consent, this opinion may not be furnished or quoted to, or relied upon by any other person or entity for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

WAY/TCB

QuickLinks

Exhibit 5.2

EX-5.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 5.3

  
KNOXVILLE OFFICE
900 SOUTH GAY STREET, SUITE 1700
KNOXVILLE, TN 37902
(865) 521-6200
  
MEMPHIS OFFICE
THE TOWER AT PEABODY PLACE
100 PEABODY PLACE, SUITE 950
MEMPHIS, TN 38103-2625
(901) 543-5900 BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
  
Reply To:
AMSOUTH CENTER
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TN 37238-3001
(615) 742-6200
 
www.bassberry.com  
DOWNTOWN OFFICE:
AMSOUTH CENTER
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TN 37238-3001
(615) 742-6200
  
MUSIC ROW OFFICE:
29 MUSIC SQUARE EAST
NASHVILLE, TN 37203-4322
(615) 255-6161

        August 8, 2005

Protective Life Insurance Company
2801 Highway 280, South
Birmingham, Alabama 35223

Re:

Protective Life Insurance Company; Funding Agreements (Opinion
re: Corporate Matters and Enforceability of Funding Agreements)

Ladies and Gentlemen:

        We have acted as special Tennessee counsel to Protective Life Insurance Company ("PLIC") in connection with the establishment of a program for the issuance of funding agreement-backed notes (the "Notes") pursuant to which a newly created Delaware statutory trust or Delaware common law trust (each a "Trust") will issue a series of notes (each a "Series of Notes") with each such Series of Notes to be secured by one or more funding agreements (each a "Funding Agreement") to be entered into between PLIC and the relevant Trust. Each Trust will be formed for the sole purpose of facilitating the issuance of a Series of Notes. PLIC has filed with the Securities and Exchange Commission ("Commission"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, a Registration Statement on Form S-3, on August 8, 2005 (the "Rule 462(b) Registration Statement"), which incorporates by reference the Registration Statement on Form S-3 (File No. 333-100944), filed on November 1, 2002, as amended by Pre-Effective Amendment No. 1, filed on November 7, 2003 and Pre-Effective Amendment No. 2, filed on November 12, 2003 (the "2003 Registration Statement" and, together with the Rule 462(b) Registration Statement, the "Registration Statement"), including (i) a prospectus (the "Prospectus") relating to secured notes, (ii) a prospectus supplement (the "Secured Medium-Term Notes Prospectus Supplement") relating to secured medium-term Notes to be sold to investors, and (iii) a prospectus supplement (the "InterNotes® Prospectus Supplement") relating to secured Notes referred to as InterNotes® to be sold to retail investors.

        In order to provide this Opinion, we have examined and are familiar with, among other things, the following:

        a.     A Certificate of Existence for PLIC issued by the Secretary of State of Tennessee and dated July 15, 2005 (the "Certificate of Existence");

        b.     A Certificate of Compliance issued by the Commissioner of Commerce and Insurance of the State of Tennessee to PLIC dated July 18, 2005 (the "Certificate of Compliance");

        c.     A copy of the 2002 Amended and Restated Charter of PLIC, certified by the Tennessee Secretary of State on July 14, 2005;

        d.     A form of Funding Agreement to be entered into between the Company and a Trust, filed as Exhibit 4.11 to the 2003 Registration Statement;

        e.     The form of Selling Agent Agreement to be entered into by and among a Trust, PLIC and the agents specified therein that is included in the form of Omnibus Instrument filed as Exhibit 4.1 to PLIC's Current Report on Form 8-K, filed with the Commission on June 20, 2005 (the "Omnibus Instrument"), including the Standard Selling Agent Agreement Terms dated as of

June 20, 2005 to be incorporated therein and the related Administrative Procedures (collectively, the "Selling Agent Agreement"); and

        f.      The form of Distribution Agreement to be entered into by and among a Trust, PLIC and the applicable dealers that is included in the Omnibus Instrument, including the Standard Distribution Agreement Terms dated as of June 20, 2005 to be incorporated therein and the related Administrative Procedures (collectively, the "Distribution Agreement").

        We have also examined such certificates and other documents and instruments and have researched such questions of law and examined such government records in Tennessee as we have reasonably considered necessary or appropriate for the purpose of delivering this Opinion. In rendering this Opinion we have assumed the due authorization, execution and delivery of all documents by the parties thereto, other than as to the authorization, execution and delivery of the Funding Agreement by PLIC, and the conformity to authentic, original documents of all documents submitted to us as certified, conformed or photostatic copies.

        Based on the foregoing, and subject to the assumptions, qualifications and exceptions set forth herein, we are of the opinion that:

        1.     PLIC was redomesticated from the State of Alabama to the State of Tennessee in 1992 and is duly incorporated and validly existing and in good standing under the laws of the State of Tennessee.

        2.     PLIC is duly licensed under the insurance laws of Tennessee.

        3.     PLIC has full corporate power and authority to execute and deliver, and to perform its obligations under, each Funding Agreement. Upon (i) the due execution and issuance of a Funding Agreement by PLIC, (ii) the due execution of a Funding Agreement by a Trust, and (iii) the delivery of a Funding Agreement against payment as contemplated by (a) the Registration Statement, (b) the Prospectus and either the InterNotes® Prospectus Supplement or the Secured Medium-Term Notes Prospectus Supplement, as the case may be, and (c) the relevant Selling Agent Agreement or Distribution Agreement, as the case may be, and if a Funding Agreement were governed by Tennessee law (rather than Delaware law, which is specified as the governing law in the Funding Agreement), such Funding Agreement would, under Tennessee law, constitute a valid and legally binding obligation of PLIC, enforceable against PLIC in accordance with its terms.

        The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:

        (i)    The opinion that PLIC is duly licensed under the insurance laws of Tennessee is based solely upon the Certificate of Compliance.

        (ii)   The opinion that each Funding Agreement will constitute a valid, legally binding and enforceable obligation is further qualified to the extent that: (a) such agreement is subject to and may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity and the discretion of courts applying equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law; (b) certain rights, remedies and waivers contained in such agreement may be limited or rendered ineffective by applicable Tennessee laws or judicial decisions; however, such laws and judicial decisions do not render such agreement invalid as a whole, and there exist, in such agreement or pursuant to applicable law, legally adequate remedies to realize the principal benefits and security reasonably intended to be provided by such agreement; and (c) we express no opinion as to usury. With respect to usury, it is our understanding that the rates to be provided for in each Funding Agreement will be substantially

2

lower than Tennessee's usury limit, which, in general terms, is the prime rate plus four percentage points (4%), with a maximum of twenty-four percent (24%). A brief summary of the pertinent portions of Tennessee's general usury statutes is attached hereto as Exhibit A.

        (iii)  All references in this Opinion to facts based upon our "knowledge" refer solely to the current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this letter, of those attorneys in this firm who have rendered legal services in connection with such representation (excluding any lawyers whose involvement has been limited to reviewing this Opinion as part of our firm's opinion review procedure).

        (iv)  We express no opinion herein other than as to the law of the State of Tennessee.

        (v)   We have assumed that each Funding Agreement to be entered into between PLIC and the Trust will be in the form filed as Exhibit 4.11 to the 2003 Registration Statement and that each Selling Agent Agreement and each Distribution Agreement to be executed and delivered by PLIC will be in the forms reviewed by us.

        This Opinion is rendered as of the date hereof, and we assume no obligation to advise you of any change hereafter occurring in circumstances touching or concerning the transactions that are the subject of this Opinion, including any changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

        This Opinion is provided to you in connection with the transactions described above. We consent to reliance by Richards, Layton & Finger P.A., Debevoise & Plimpton LLP and the internal legal counsel to PLIC upon this Opinion as to matters of Tennessee law as of the date hereof in connection with opinions to be rendered by them on the date hereof. We consent to the filing of this Opinion as an exhibit to the Rule 462(b) Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus, the Secured Medium-Term Notes Prospectus Supplement and the InterNotes® Prospectus Supplement forming a part thereof. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

        Except as set forth above, this Opinion is not to be used, circulated or quoted in any manner or otherwise referred to or relied on for any other purpose or by any other person or entity without, in each instance, our express written consent.

                                                                         Very truly yours,

                                                                         /s/ Bass, Berry & Sims PLC

3

EXHIBIT A

        Tennessee Code Annotated sections ("T.C.A. §§") 47-14-101 through 15-104, define and limit interest as well as loan charges, commitment fees and brokerage commissions and sets forth penalties and procedures for addressing violations of those limits. In a complex series of provisions, the usury statutes limit contractual interest (other than on single payment loans of $1000 or less) to prime plus four percentage points, based on the weekly average prime published by the Board of Governors of the Federal Reserve. However, the date on which changes in the applicable formula rate become operative depends on whether rates are rising or falling, with increases taking effect immediately upon the Federal Reserve's publication of the rate while decreases are not operative until seven days after publication of the new effective rate in the Tennessee Administrative Register, which is published on the 15th of each month (or if a weekend or holiday, then on the preceding business day) and which bases the maximum rate on the weekly average prime rate published in the first Federal Reserve publication in the particular month. T.C.A. § 47-14-102 contains pertinent definitions in subsections (2), (5) and (6), as follow:

        ....

        (2)   "Applicable formula rate" at any given time is the greater of:

        (A)  The "formula rate" in effect at such time; or

        (B)  The "formula rate" last published in the Tennessee Administrative Register prior to such time, pursuant to § 47-14-105;

        ....

        (5)   "Effective rate of interest" is the simple rate of interest, i.e., the ratio between the interest payable on an obligation and the principal for a period of time, including the result of converting compound, discount, add-on, or other nominal rates of interest into simple rates of interest;

        (6)   "Formula rate" means an annual rate of interest four (4) percentage points above the average prime loan rate (or the average short-term business loan rate, however denominated) for the most recent week for which such an average rate has been published by the board of governors of the Federal Reserve System, or twenty-four percent (24%) per annum, whichever is less;....

        Section 47-14-103, entitled "Maximum effective rates generally" provides as follows (emphasis added):

Except as otherwise expressly provided by this chapter or by other statutes, the maximum effective rates of interest are as follows:

        (1)   For all transactions in which provisions of other statutes fix a maximum effective rate of interest for particular categories of creditors, lenders, or transactions, the rate so fixed;

        (2)   For all written contracts, including obligations issued by or on behalf of the state of Tennessee, any county, municipality, or district in the state, or any agency, authority, branch, bureau, commission, corporation, department, or instrumentality thereof, signed by the party to be charged, and not subject to subdivision (1), the applicable formula rate; and

        (3)   For all other transactions, ten percent (10%) per annum.

        The timing of increases and deceases, as mentioned above, is dependent on T.C.A. § 47-14-105, entitled "Announcement and publication of formula rates—Reliance thereon," which provides in pertinent part as follows:

        (a)   Upon the publication by the board of governors of the Federal Reserve System of the average prime loan rate, as described in § 47-14-102, the commissioner of financial institutions shall:

        ....

        (3)   Cause to be published in the Tennessee Administrative Register the formula rate as determined by the average prime loan rate first published during each calendar month.

        (b)   In contracting for interest pursuant to the provisions of § 47-14-103(2), any person shall be entitled to rely upon the formula rate thus announced or published by the commissioner; provided, that a formula rate shall not be deemed to have been published until seven (7) days have elapsed following the publication date stated in the issue of the Tennessee Administrative Register containing the announcement of such formula rate.

        T.C.A. § 47-14-106(1) permits the parties to contract for a fixed rate permissible at the time the loan contract is executed, at the time the loan is made, at the time the loan is converted from a variable rate to a fixed rate or from one fixed rate to another, at the time of any renewal or extension of the loan or any combination of the foregoing. Subsection (2) of § 47-14-106 provides for a contractual variable rate equal to the greater of the rate authorized at the time of the variance or at the time of execution of the contract or the note evidencing the indebtedness:

        47-14-106. Contracts for applicable formula rates of interest.

Contracts to which the applicable formula rate provided in § 47-14-103(2) applies may provide for the payment of a fixed rate of interest, a variable rate of interest or any combination of fixed and variable rates in any sequence, subject to the provisions of this section.

        (1)   A contract may provide for a fixed rate of interest:

        (A)  Permissible at the time the contract to make the loan is executed;

        (B)  Permissible at the time the loan is made;

        (C)  Permissible at the time the interest rate on the loan is converted from a variable to a fixed rate, or from one fixed rate to another fixed rate, whether such conversion is by terms of the contract or by renewal, modification, extension or otherwise;

        (D)  Permissible at the time of any renewal or extension of the loan or any note evidencing the loan; or

        (E)  Permissible by virtue of any combination of any of the foregoing.

        (2)   A contract may provide for a rate of interest that may vary from time to time at such regular or irregular intervals as may be agreed by the parties; provided, that such variable rate shall not exceed the greater of:

        (A)  That authorized by statute at the agreed time of each variance; or

        (B)  That authorized at the time of execution of the contract or note evidencing the indebtedness upon which such variable rate is or is to be charged;

        (3)   The parties may agree to a minimum fixed rate of interest to be applicable to a rate which is or may become otherwise variable; provided, that such agreed minimum fixed rate of interest does not exceed the rate permitted at the time the contract to make the loan is executed, or at the time the note is executed, or at the time of any renewal or extension thereof, whichever is greater.

2

QuickLinks

Exhibit 5.3

EXHIBIT A

EX-8

Exhibit 8

[Letterhead of Debevoise & Plimpton LLP]

August 8, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, AL 35223

$51,409,000
Secured Notes
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States tax counsel to Protective Life Insurance Company, a Tennessee stock life insurance company (“Protective Life”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), by Protective Life, of a Registration Statement on Form S-3 (the “Rule 462(b) Registration Statement”), which incorporates by reference the Registration Statement on Form S-3 (File No. 333-100944), as amended by Pre-effective Amendment No. 1 filed with the Commission on November 7, 2003 and Pre-effective Amendment No. 2 filed with the Commission on November 12, 2003 (the “2003 Registration Statement” and, together with the Rule 462(b) Registration Statement, the “Registration Statement”), including a prospectus relating to secured notes (the “Notes”) to be issued by either a newly formed Delaware statutory trust or a newly formed Delaware common law trust (each, a “Trust” and together, the “Trusts”), a prospectus supplement relating to secured medium-term notes to be issued by the Trusts (the “Institutional Prospectus Supplement”) and a prospectus supplement relating to InterNotesâ to be issued by the Trusts (the “Retail Prospectus Supplement”), relating to: (i) the registration and public offering of up to $51,409,000, or the equivalent amount in one or more foreign currencies, aggregate principal amount of Notes to be issued by the Trusts, with each Trust to issue one series of Notes, pursuant to an Indenture (each an “Indenture”) to be entered into between such Trust and The Bank of New York, as indenture trustee, and (ii) the registration of up to $51,409,000, or the equivalent amount in one or more foreign currencies, of Protective Life’s funding agreements (each a “Funding Agreement”) to be sold to the Trusts in connection with the sale of the Notes.

In furnishing this opinion letter, we have reviewed, and participated in the preparation of, (i) the Registration Statement, the Prospectus, the Institutional Prospectus Supplement and the Retail Prospectus Supplement, (ii) the Standard Statutory Trust Terms, the Standard Common Law Trust Terms, the Standard Indenture Terms, the Standard Administrative Services Terms, the Standard Expense and Indemnity Agreement Terms, each filed as an exhibit to or incorporated by reference into the 2003 Registration Statement (together, the “Standard Terms”), (iii) the form of the Omnibus Instrument that includes the Statutory Trust Agreement, the Common Law Trust Agreement, the Indenture, the Administrative Services Agreement and the Expense and Indemnity Agreement (the “Omnibus Instrument”) to be executed through the execution of the Omnibus Instrument in connection with the creation of a Trust and the issuance by a Trust of Notes and into which the Standard Statutory Trust Terms (if a Trust is a Delaware statutory trust), the Standard Common Law Trust Terms (if a Trust is a Delaware common law trust), the Standard Indenture Terms, the Standard Administrative Services Terms and the Standard Expense and Indemnity Terms are incorporated, respectively, (such agreements included in the Omnibus Instrument, including the Standard Terms incorporated therein, the “Agreements”), (iv) the form of the Funding Agreement filed as an exhibit to the 2003 Registration Statement, (v) the form of the Certificate of Trust creating a Delaware statutory trust filed as an exhibit to the 2003 Registration Statement and (vi) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.  In this examination, we have assumed (i) the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies, (ii) that the transactions described in the Prospectus, the Institutional Prospectus Supplement and the Retail Prospectus Supplement are performed in the manner described therein, (iii) that the Omnibus Instrument executed with respect to a Trust, the Standard Terms incorporated by reference therein and the Funding Agreements are substantially identical to the forms thereof filed most recently as exhibits to or incorporated by reference into the 2003 Registration Statement and (iv) full compliance with the terms of the Certificate of Trust (in the case of a Delaware statutory trust), the Statutory Trust Agreement or Common Law Trust Agreement, as applicable, and the Indenture.

Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the statements of law or legal conclusions in the discussion under the heading “Material U.S. Federal Income Tax Considerations” in the Institutional Prospectus Supplement and in the Retail Prospectus Supplement represent our opinion.

Our opinion is based upon the Internal Revenue Code of 1986, as amended, treasury regulations (including proposed treasury regulations) issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect.  Our opinion is limited to

2

the matters expressly stated, and no opinion is implied or may be inferred beyond the matters expressly stated herein.  Our opinion is based on facts and circumstances set forth in the Registration Statement, the Prospectus, the Institutional Prospectus Supplement, the Retail Prospectus Supplement and the other documents reviewed by us.  Our opinion is rendered only as of the date hereof, and could be altered or modified by changes in facts or circumstances, events, developments, changes in the documents reviewed by us, or changes in law subsequent to the date hereof.  We have not undertaken to advise you or any other person with respect to any such change subsequent to the date hereof.

We hereby consent to the filing of this opinion letter as an exhibit to the Rule 462(b) Registration Statement and to the use of our name under the heading “Material U.S. Federal Income Tax Considerations” in the Institutional Prospectus Supplement and the Retail Prospectus Supplement and under the heading “Legal Matters” in the Institutional Prospectus Supplement, the Retail Prospectus Supplement and the Prospectus.  In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

3

EX-15

Exhibit 15

August 8, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Commissioners:

We are aware that our report dated May 13, 2005 on our review of interim financial information of Protective Life Insurance Company and its subsidiaries (the “Company”) for the three-monthperiods ended March 31, 2005 and 2004 and included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2005 is incorporated by reference in its Registration Statement dated August 8, 2005.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Birmingham, Alabama

1

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 30, 2005 relating to the financial statements and financial statement schedules, which appears in Protective Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2004.  We also consent to the references to us under the headings “Experts” and “Selected Financial Information” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Birmingham, Alabama

August 8, 2005

1