Exhibit 5.1

                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               125 W. 55th Street
                               New York, NY 10019


                                               August 13, 2004


The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois  60062

     Re:  The Allstate Corporation
          5.00% Senior Notes due 2014

Ladies and Gentlemen:

          We have acted as special counsel for The Allstate Corporation, a
Delaware corporation (the "Company"), in connection with the issuance and sale
by the Company of an aggregate of $650,000,000 principal amount of the Company's
5.00% Senior Notes due 2014 (the "Securities") pursuant to the Indenture, dated
as of December 16, 1997, as amended by the Third Supplemental Indenture, dated
as of July 23, 1999, and the Sixth Supplemental Indenture, dated as of June 12,
2000, and as supplemented by the Eleventh Supplemental Indenture, to be dated as
of August 16, 2004 (the "Indenture"), between the Company and U.S. Bank National
Association, as trustee (successor in interest to State Street Bank and Trust
Company) (the "Trustee").

          In connection therewith, we have examined (a) the Registration
Statement on Form S-3 (File No. 333-108253), as amended (the "Registration
Statement") filed by the Company and the other related registrants with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), (b) the prospectus of the Company dated August
27, 2003, as supplemented by a prospectus supplement, dated August 11, 2004,
relating to the Securities, as filed in final form with the Commission on August
12, 2004, pursuant to Rule 424(b) under the Act (the "Prospectus"), (c) the
Indenture and (d) the Underwriting Agreement (the "Underwriting Agreement")
dated August 11, 2004 between the Company and J.P. Morgan Securities Inc.,
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated, as representatives
of the several underwriters named therein. In addition, we have examined
originals (or copies certified or otherwise identified to our satisfaction) of
such other agreements, instruments, certificates, documents and records and have
reviewed such questions of law and made such inquiries as we have deemed
necessary or appropriate for the purposes of the opinions rendered herein.

          In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the





The Allstate Corporation
August 13, 2004
Page 2


authenticity of all documents submitted to us as originals, the conformity to
the original documents of all such documents submitted to us as copies and the
authenticity of the originals of such latter documents. We have also assumed
that the books and records of the Company have been maintained in accordance
with proper corporate procedures. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
aforesaid agreements, instruments, certificates, documents and records and upon
statements and certificates of officers and representatives of the Company and
public officials.

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

          The Securities have been duly authorized and (assuming their due
authentication by the Trustee) when they have been duly executed, issued and
delivered in accordance with the Underwriting Agreement, will constitute valid
and legally binding obligations of the Company entitled to the benefits provided
by the Indenture.

          The opinions expressed herein are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States.

          We consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated August 13, 2004, which is
incorporated by reference into the Registration Statements and the Final
Prospectus and to the use of our name under the caption "Legal Opinions"
contained in the Final Prospectus. In giving our consent, we do not thereby
concede that we come within the category of persons whose consent is required by
the Act or the General Rules and Regulations promulgated thereunder.


                                      Very truly yours,

                                      /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.