S-3MEF

As filed with the Securities and Exchange Commission on May 1, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UnumProvident Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)	UnumProvident Financing Trust II UnumProvident Financing Trust III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)
62-1598430 (I.R.S. Employer Identification Number) 1 Fountain Square Chattanooga, Tennessee 37402 (423) 755-1011 (Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)	62-6377773 62-6377772 (I.R.S. Employer Identification Number) 1 Fountain Square Chattanooga, Tennessee 37402 (423) 755-1011 (Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Susan N. Roth

Vice President, Corporate Secretary and Assistant General Counsel

UnumProvident Corporation

1 Fountain Square, Chattanooga, Tennessee 37402

(423) 755-1011

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David E. Brown, Jr. Alston & Bird LLP North Building, 10th Floor 601 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2601 Phone: (202) 756-3300 Facsimile: (202) 756-3333 William G. Farrar Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 Phone: (212) 558-4000 Facsimile: (212) 558-3588

Approximate date of commencement of proposed sale to public:    As soon as practicable after the 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.  ¨

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, please check the following box.  þ

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.  þ    Registration Statement No. 333-100953

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.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Shares To Be Registered	Amount To Be Registered (7)(8)	Proposed Maximum Offering Price Per Unit (9)(10)	Proposed Maximum Aggregate Offering Price (5)(7)(8)(10)	Amount of Registration Fee(11)
Senior Debt Securities of UnumProvident Corporation	(1)(2)(5)
Subordinated Debt Securities of UnumProvident Corporation	(1)(2)(5)
Preferred Stock, $.10 par value, of UnumProvident Corporation	(1)(2)(5)
Depositary Shares of UnumProvident Corporation	(1)(2)(5)
Common Stock, $.10 par value, of UnumProvident Corporation	(1)(2)(5)
Warrants of UnumProvident Corporation	(1)(3)
Stock Purchase Contracts of UnumProvident Corporation	(1)(4)
Units of UnumProvident Corporation	(1)(4)
Preferred Securities of UnumProvident Financing Trust II and UnumProvident Financing Trust III	(1)(6)
UnumProvident Corporation Guarantees of Preferred Securities of UnumProvident Financing Trust II and UnumProvident Financing Trust III	(1)(6)
TOTAL	$225,037,375	100%	$225,037,375	$18,206

⁽¹⁾ Such indeterminate number, principal amount or liquidation amount of Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Warrants, Stock Purchase Contracts, and Units of UnumProvident Corporation and of Preferred Securities of UnumProvident Financing Trust II and UnumProvident Financing Trust III and the related Guarantees of UnumProvident Corporation as may from time to time be issued at indeterminate prices. This Registration Statement also covers delayed delivery contracts that may be issued by the Registrant under which the party purchasing such contracts may be required to purchase Senior Debt Securities, Subordinated Debt Securities, Preferred Shares, Depositary Shares, Common Stock or Preferred Securities. Such contracts may be issued together with the specific securities to which they relate. In addition, securities registered hereunder may be sold either separately or as units consisting of more than one type of security registered hereunder. The securities registered hereunder shall not have an aggregate offering price which exceeds $225,037,375 in United States dollars or the equivalent in any other currency.

⁽²⁾ Also includes such indeterminate number of Senior Debt Securities, Subordinated Debt Securities and shares of Common Stock and Preferred Stock, and Depositary Shares as may be issued upon conversion or exchange of any Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or Depositary Shares that provide for conversion or exchange into other securities or upon exercise of Warrants for such securities.

⁽³⁾ Warrants may be sold separately or with Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares or Common Stock.

⁽⁴⁾ Includes an indeterminable number of shares of Common Stock and Preferred Stock to be issuable by UnumProvident Corporation upon settlement of Stock Purchase Contracts.

⁽⁵⁾ No separate consideration will be received for the Senior Debt Securities, Subordinated Debt Securities, or shares of Preferred Stock or Common Stock or Depositary Shares issuable upon conversion of or in exchange for Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or Depositary Shares.

⁽⁶⁾ Includes the rights of holders of the Preferred Securities under the Guarantees of Preferred Securities and back-up undertakings, consisting of obligations by UnumProvident Corporation, as set forth in the Amended and Restated Declarations of Trust, the Subordinated Debt Securities Indenture and any Supplemental Indenture thereto, in each case as further described in the Registration Statement. No separate consideration will be received for any Guarantee or any back-up undertakings.

⁽⁷⁾ In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies.

⁽⁸⁾ Such amount represents the principal amount of any Senior Debt Securities, Subordinated Debt Securities or Preferred Securities issued at their principal or liquidation amount, the issue price rather than the principal or liquidation amount of any Senior Debt Securities, Subordinated Debt Securities or Preferred Securities issued at an original issue discount, the liquidation preference of any Preferred Stock or Depositary Shares, the amount computed pursuant to Rule 457(c) for any Common Stock, the issue price of any Stock Purchase Contracts, Units and Warrants and the exercise price of any securities issuable upon exercise of Warrants.

⁽⁹⁾ Estimated solely for the purpose of computing the registration fee.

⁽¹⁰⁾ Exclusive of accrued interest and distributions, if any.

⁽¹¹⁾ Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE OF SELECTED INFORMATION

This registration statement is being filed with respect to the registration pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of additional securities of the same class as those previously registered under an earlier effective registration statement (No. 333-100953), the contents of which are incorporated by reference into this registration statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

CERTIFICATION

UnumProvident Corporation hereby certifies to the Securities and Exchange Commission that (1) we have instructed our bank to pay the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the SEC’s account at Mellon Bank as soon as practicable, but not later than the close of business on May 2, 2003; (2) we will not revoke those instructions; (3) we have sufficient funds in our account to cover the amount of the filing fee; and (4) we will confirm receipt of our instructions by our bank during our bank’s regular business hours no later than May 2, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on May 1, 2003.

UNUMPROVIDENT CORPORATION
By:	/s/    THOMAS R. WATJEN
	Thomas R. Watjen President and Chief Executive Officer

UNUMPROVIDENT FINANCING TRUST II
By:	UnumProvident Corporation, as depositor /s/    THOMAS R. WATJEN
	Thomas R. Watjen President and Chief Executive Officer

UNUMPROVIDENT FINANCING TRUST III
By:	UnumProvident Corporation, as depositor /s/    THOMAS R. WATJEN
	Thomas R. Watjen President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of May 1, 2003.

Signature	Title	Date
* Thomas R. Watjen	Director, President and Chief Executive Officer	May 1, 2003
* Robert C. Greving	Senior Vice President and Chief Financial Officer	May 1, 2003
* William L. Armstrong	Director	May 1, 2003
* Jon S. Fossel	Director	May 1, 2003
* Ronald E. Goldsberry	Director	May 1, 2003
* Hugh O. Maclellan, Jr.	Director	May 1, 2003
* A.S. (Pat) MacMillan, Jr.	Director	May 1, 2003
* Cynthia A. Montgomery	Director	May 1, 2003
* C. William Pollard	Director	May 1, 2003
* Lawrence R. Pugh	Director	May 1, 2003
* Lois Dickson Rice	Director	May 1, 2003
* John W. Rowe	Director	May 1, 2003

*By:	/s/    SUSAN N. ROTH
	Susan N. Roth as Attorney-in-Fact

2

EXHIBIT INDEX

5.1	Opinion of Alston & Bird LLP regarding legality of the securities.*
5.2	Opinion of Richards, Layton & Finger, P.A. regarding legality of the Preferred Securities of UnumProvident Financing Trust II.**
5.3	Opinion of Richards, Layton & Finger, P.A. regarding legality of the Preferred Securities of UnumProvident Financing Trust III.**
23.1	Consent of Ernst & Young LLP*
23.2	Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.3	Consent of Richards, Layton & Finger, P.A.**

* Filed herewith.

** To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities.

EX-5.1

EXHIBIT 5.1

[ALSTON & BIRD LLP LETTERHEAD]

May 1, 2003

UnumProvident Corporation

1 Fountain Square

Chattanooga, Tennessee 37402

UnumProvident Financing Trust II

1 Fountain Square

Chattanooga, Tennessee 37402

UnumProvident Financing Trust III

1 Fountain Square

Chattanooga, Tennessee 37402

Ladies and Gentlemen:

This opinion is delivered in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) by UnumProvident Corporation, a Delaware corporation (the “Company”), UnumProvident Financing Trust II, a Delaware statutory business trust (“Trust II”), and UnumProvident Financing Trust III, a Delaware statutory business trust (“Trust III” and, together with Trust II, the “Trusts”) of a registration statement (the “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the Company’s effective registration statement on Form S-3 (File No. 333-100953), relating to the offering from time to time, together or separately and in one or more series, of the following securities: (A) of the Company: (i) senior debt securities; (ii) subordinated debt securities (including any junior subordinated debt securities which may be issued in connection with an issuance of preferred securities by Trust II or Trust III); (iii) preferred stock; (iv) depositary shares; (v) common stock; (vi) warrants; (vii) stock purchase contracts; and (viii) units (collectively, the “Securities”); (B) of Trust II: preferred securities, as guaranteed by the Company (the “Trust II Guarantee”); and (C) of Trust III: preferred securities, as guaranteed by the Company (the “Trust III Guarantee” and, together with the Trust II Guarantee, the “Trust Guarantees”). This opinion is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.

UnumProvident Corporation

UnumProvident Financing Trust II

UnumProvident Financing Trust III

May 1, 2003

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The Securities, together with the preferred securities of Trust II and Trust III, will have an aggregate offering price of up to $225,037,375 and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Act.

The senior debt securities of the Company are to be issued pursuant to that certain indenture dated March 9, 2001, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”). The subordinated debt securities of the Company are to be issued under a separate indenture for subordinated debt, to be entered into by and between the Company and the Trustee. Each of the indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended (the “TIA”).

The preferred securities of Trust II or Trust III, or both, are to be issued from time to time pursuant to an amended and restated declaration of trust, to be entered into by and among the Company, the Trustee, Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee”), and administrative trustees to be named therein. Each amended and restated declaration of trust will be subject to and governed by the TIA. The preferred securities of either of the Trusts will only be offered in connection with the purchase by the Trusts of junior subordinated debt securities issued by the Company. The Trust Guarantees will be evidenced by a guarantee agreement (the “Guarantee Agreement”) entered into by and between the Company and JPMorgan Chase Bank (the “Guarantee Trustee”) only if either of the Trusts makes a future offering of preferred securities.

The depositary shares of the Company will be deposited under a deposit agreement by and between the Company and a bank or trust company as depositary, and evidenced by depositary receipts. Each depositary receipt will represent a fraction of a share of the particular series of preferred stock issued and deposited with a depositary. The fraction of a share of preferred stock which each depositary share will represent will be set forth in the applicable prospectus supplement to the Registration Statement.

Warrants of the Company will be issued either independently or together as units with other Securities and will be issued pursuant to a warrant agreement by and between the Company and a bank or trust company as warrant agent. Terms of the warrants and the warrant agreement will be set forth in the applicable prospectus supplement to the Registration Statement.

Stock purchase contracts of the Company will be issued independently or together as units with other Securities. The terms of the stock purchase contracts will be set forth in the applicable prospectus supplement to the Registration Statement.

As counsel to the Company, we have examined the relevant corporate and other documents, and made such other examinations of matters of law and of fact as we have

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UnumProvident Financing Trust II

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considered appropriate or advisable for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. We have also assumed that each of the Company and the Trusts has been duly organized and is validly existing under the laws of the State of Delaware. As to questions of fact material to this opinion, we have relied upon the statements as to factual matters contained in the Registration Statement and certificates or statements of officers of the Company, and we have made no independent investigation with regard thereto.

To the extent that the obligations of the Company under any warrant agreement, deposit agreement (and the rights of any holder of depositary shares under any deposit agreement) or indenture may be dependent upon such matters, we assume for purposes of this opinion that: (i) the applicable warrant agent, depositary or Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the warrant agent, depositary or Trustee is duly qualified to engage in the activities contemplated by the warrant agreement, deposit agreement or indenture, as applicable; (iii) the warrant agreement, deposit agreement or indenture has been duly authorized, executed and delivered by the warrant agent, depositary or Trustee, as applicable, and constitutes the valid and binding obligation of the warrant agent, depositary or Trustee, as applicable, enforceable against the warrant agent, depositary or Trustee, as applicable, in accordance with its terms; (iv) the warrant agent, depositary or Trustee is in compliance, with respect to acting as a warrant agent, depositary or trustee under the warrant agreement, deposit agreement or indenture, as applicable, with all applicable laws and regulations; and (v) the warrant agent, depositary or Trustee has the requisite organizational and legal power and authority to perform its obligations under the warrant agreement, deposit agreement or indenture, as applicable.

Based upon the foregoing, and subject to all of the other assumptions, limitations and qualifications set forth herein, we are of the opinion as follows:

1. The shares of common stock of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance and terms of the offering of the shares of the common stock, whether in certificated or uncertificated form, and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, and (B) if such common stock is in certificated form, certificates representing the shares of common stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company upon payment of the

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consideration therefor (not less than the par value of the common stock) provided for therein or (ii) upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board of Directors of the Company, upon receipt of the consideration approved by the Board of Directors of the Company therefor (not less than the par value of the common stock), will be validly issued, fully paid and nonassessable.

2. The shares of preferred stock of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to designate the relevant rights, preferences, privileges, limitations or restrictions of the preferred stock and to approve the issuance and terms of the offering of the shares of the preferred stock, whether in certificated or uncertificated form, and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, including the adoption of a Certificate of Designation relating to such preferred stock (the “Certificate”) and the filing of the Certificate with the Secretary of State of the State of Delaware, and (B) if such preferred stock is in certificated form, certificates representing the shares of preferred stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company upon payment of the consideration therefor (not less than the par value of the preferred stock) provided for therein or (ii) upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board of Directors of the Company, upon receipt of the consideration approved by the Board of Directors of the Company therefor (not less than the par value of the preferred stock), will be validly issued, fully paid and nonassessable.

3. The depositary shares of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance and terms of the offering of the depositary shares, and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, (B) the depositary agreement or agreements relating to the depositary shares and the related depositary receipts have been duly authorized and validly executed and delivered by the Company and the depositary appointed by the Company, (C) the shares of preferred stock underlying such depositary shares have been duly and validly issued and

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are fully paid and nonassessable as contemplated in Paragraph 2 above and deposited with a bank or trust company (which meets the requirements for depositary set forth in the Registration Statement) under the applicable depositary agreements, and (D) the depositary receipts representing the depositary shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate depositary agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company upon payment of the consideration therefor provided for therein, will be validly issued.

4. The warrants of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance and terms of the offering of warrants, and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, (B) the warrant agreement or agreements relating to the warrants have been duly executed and delivered by the Company and the warrant agent appointed by the Company, and (C) certificates representing the warrants have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors of the Company upon payment of the consideration therefor provided for therein, will be validly issued.

5. The stock purchase contracts of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance and terms of the offering of stock purchase contracts and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, (B) the stock purchase contracts have been duly executed and delivered by the Company, and (C) certificates, if any, evidencing the stock purchase contracts have been duly executed, countersigned, registered and delivered in accordance with the applicable stock purchase contract agreement approved by the Board of Directors of the Company upon payment of the consideration therefor provided for therein, will be validly issued.

6. The units of the Company, when (A) the Board of Directors of the Company has taken all necessary corporate action to approve the issuance and terms of the offering of units and related matters, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, (B) the units have been, if required, duly executed and delivered by the Company, and

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(C) certificates, if any, evidencing the units have been duly executed, countersigned, registered and delivered in accordance with the applicable unit agreement approved by the Board of Directors of the Company upon payment of the consideration therefor provided for therein, will be validly issued.

7. Each series of the senior debt securities and subordinated debt securities of the Company, when duly established pursuant to the term of the indenture under which they are issued, in each case so as not to violate any applicable law or any agreement or instrument to which the Company is a party or by which it is bound, and duly executed, authenticated and issued as provided in an indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Company entitled to the benefits of the indenture under which the obligations are issued, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including the following concepts: (i) principles governing the availability of specific performance, injunctive relief or other traditional equitable remedies; (ii) principles affording traditional equitable defenses (e.g., waiver, laches and estoppel); (iii) good faith and fair dealing; (iv) reasonableness; (v) materiality of the breach; (vi) impracticability or impossibility of performance; (vii) the effect of obstruction or failure to perform or otherwise act in accordance with an agreement by any person other than the Company; and (viii) unconscionability.

8. Each Guarantee Agreement of the Company, when it has been duly authorized, executed and delivered by the Company and assuming due authorization, execution and delivery by the Guarantee Trustee, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as the enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including the following concepts: (i) principles governing the availability of specific performance, injunctive relief or other traditional equitable remedies; (ii) principles affording traditional equitable defenses (e.g., waiver, laches and estoppel); (iii) good faith and fair dealing; (iv) reasonableness; (v) materiality of the breach; (vi) impracticability or impossibility of performance; (vii) the effect of obstruction or failure to perform or otherwise act in accordance with an agreement by any person other than the Company; and (viii) unconscionability.

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UnumProvident Financing Trust II

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In rendering the opinions expressed in Paragraphs 1, 2, 3, 4, 5, 6 and 7 above, we have further assumed that: (i) all Securities will be issued and sold in compliance with applicable law; (ii) the Securities will be sold and delivered to, and paid for by, the purchasers at the price and in accordance with the terms of an agreement or agreements duly authorized and validly executed and delivered by the parties thereto; (iii) the Company will authorize the offering and issuance of the Securities and will authorize, approve and establish the final terms and conditions thereof and of any applicable warrant agreement, stock purchase contract agreement, unit agreement or depositary agreement and will take any other appropriate additional corporate action; and (iv) certificates representing the Securities will be duly executed and delivered and, to the extent required by the applicable indenture, warrant agreement, stock purchase contract agreement, unit agreement or depositary agreement, duly authenticated and countersigned.

For purposes of Paragraph 8 hereof, we have assumed that the execution and delivery of the Guarantee Agreement, and any indebtedness or obligations covered by the Guarantee Agreement, do not violate any applicable law or any agreement or instrument to which the Company or the obligor of such indebtedness or obligation is a party or by which it is bound.

We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Securities or as to the effect that their performance of such obligations may have upon any of the matters referred to above. As to the validity and legality of the preferred securities of the Trusts, you will be receiving the opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Trust II and Trust III, in connection with any future offering of the preferred securities by either of the Trusts pursuant to the Registration Statement. We are expressing no opinion with respect to any matters addressed in such opinion.

The foregoing opinions are limited to the federal law of the United States of America, the General Corporation Law of the State of Delaware, and the laws of the State of New York as it relates to the enforceability of documents, agreements and instruments referred to herein.

We hereby consent to the incorporation by reference of this opinion into the Registration Statement. We further consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts within the meaning of the Act.

UnumProvident Corporation

UnumProvident Financing Trust II

UnumProvident Financing Trust III

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This opinion is limited to the matters herein and no opinion is implied or may be inferred beyond the matters expressly stated.

This opinion is effective as of the date hereof and we hereby expressly disclaim any obligation to supplement this opinion for any changes which may occur hereafter with respect to any matters of fact or law addressed herein.

This opinion is delivered to the addressees hereof solely for their use in connection with the transactions and matters relating to the Registration Statement, the Securities, the Trust Guarantees, and the preferred securities of the Trusts and may not be used or relied upon by any other person, and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent.

Very truly yours,

ALSTON & BIRD LLP

By:  /s/    DAVID E. BROWN, JR.

                A Partner

EX-23.1

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement filed under Rule 462(b) and related to UnumProvident Corporation’s Registration Statement on Form S-3 (No. 333-100953) of our report dated February 5, 2003 (except Note 14, as to which the date is March 25, 2003), with respect to the consolidated financial statements and schedules of UnumProvident Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

Chattanooga, Tennessee May 1, 2003 /s/ ERNST & YOUNG LLP