EX-5 2 tlinkplus07exh5d333-132994.txt EXHIBIT 5(D) OPINION OF GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY 3100 Sanders Road Northbrook, Illinois 60062 MICHAEL J. VELOTTA DIRECT DIAL: 847-402-2400 SENIOR VICE PRESIDENT, FACSIMILE: 847-326-6742 SECRETARY AND GENERAL COUNSEL April 3rd 2007 TO: ALLSTATE LIFE INSURANCE COMPANY NORTHBROOK, IL 60062 FROM: MICHAEL J. VELOTTA SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL RE: FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FILE NO. 333-132994 ALLSTATE TREASURY-LINKED ANNUITY PLUS With reference to the Form S-3 Registration Statement filed by Allstate Life Insurance Company (the "Company"), as Registrant, with the Securities and Exchange Commission covering the Allstate Treasury-Linked Annuity Plus Contract described therein (the "Contracts"), I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that as of April 3, 2007: 1. The Company is duly organized and existing under the laws of the State of Illinois and has been duly authorized to do business and to issue the Contracts by the Director of Insurance of the State of Illinois. 2. The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company. I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. Sincerely, /S/MICHAEL J. VELOTTA ----------------------------- Michael J. Velotta Senior Vice President, Secretary and General Counsel