Exhibit 5(b)




April 16, 2003


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. 333-100068

With  reference to Post Effective  Amendment No. 1 to the Form S-3  Registration
Statement  on filed by Allstate  Life  Insurance  Company  (the  "Company"),  as
Registrant,  with the Securities and Exchange  Commission  covering the Flexible
Premium Deferred Variable Annuity Contracts  described  therein, 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 16, 2003:

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  Contracts by
the Director of Insurance of the State of Illinois.

2. The securities registered by the above Registration Statement when issuedwill
be valid,  legal and binding  obligations of the Company.

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
abovereferenced  Registration  Statement  and to the  use of my name  under  the
caption  "Legal  Matters"  in  the  Prospectuses  constituting  a  part  of  the
Registration Statement.


Sincerely,



/S/MICHAEL J. VELOTTA
------------------------------
Michael J.Velotta
Senior  Vice  President, Secretary and General Counsel