EX-5 2 0002.txt OPINION OF GENERAL COUNSEL RE: LEGALITY (5)(d) Opinion of General Counsel Re: Legality ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK LAW AND REGULATION DEPARTMENT 3100 Sanders Road, Suite J5B Northbrook, Illinois 60062 Direct Dial Number 847-402-2400 Facsimile 847-402-4371 Michael J. Velotta Vice President, Secretary and General Counsel July 21, 2000 TO: ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK FARMINGVILLE, NEW YORK 11738-9075 FROM: MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL RE: FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FILE NO. 333-95703; CIK No. 0000839759 "ALLSTATE CUSTOM PORTFOLIO" OR "ALLSTATE PROVIDER" VARIABLE ANNUITY With reference to the Registration Statement on Form S-3 filed by Allstate Life Insurance Company of New York (the "Company"), as registrant, with the Securities and Exchange Commission covering the Flexible Premium Deferred Annuity 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 July 21, 2000: 1. The Company is duly organized and existing under the laws of the State of New York and has been duly authorized to do business by the Director of Insurance of the State of New York. 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 Vice President, Secretary and General Counsel