EX-5 4 exh5-3a.htm

Exhibit 5.3

[Letterhead of Protective Life Corporation]

January 18, 2008

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re:

Protective Life Insurance Company
Funding Agreement No. GA-1950
$100,000,000.00 Secured Medium-Term Notes (Opinion re: Corporate Matters and Enforceability of Funding Agreement)

Ladies and Gentlemen:

I am Senior Associate Counsel with Protective Life Corporation and have served as in-house counsel to Protective Life Insurance Company ("PLIC") in connection with the issuance by Protective Life Secured Trust 2008-A (the "Trust") of its Secured Medium-Term Notes in the aggregate principal amount of $100,000,000.00 (the "Notes") to be secured by Funding Agreement No. GA-1950 (the "Funding Agreement") between PLIC and the Trust. The Trust was formed for the sole purpose of facilitating the issuance of the Notes. PLIC has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (i) a Registration Statement on Form S-3 (File No. 333-126757), on July 21, 2005, as amended by Pre-Effective Amendment No. 1 thereto filed on August 17, 2005 (the "Registration Statement"); (ii) a prospectus dated August 22, 2005 relating to secured notes ; (iii) a prospectus supplement dated August 22, 2005 relating to secured medium-term notes (the "Prospectus Supplement"); and (iv) a pricing supplement dated January 11, 2008 relating to the issuance of the Notes.

In order to provide this Opinion, I and/or other attorneys in whom I have confidence have examined and are familiar with, among other things, the following:

a. A Certificate of Existence for PLIC issued by the Secretary of State of Tennessee and dated January 11, 2008;

b. A Certificate of Compliance issued by the Commissioner of Commerce and Insurance of the State of Tennessee to PLIC dated January 11, 2008 (the "Certificate of Compliance");

c. A copy of the 2002 Amended and Restated Charter of PLIC, certified by the Tennessee Secretary of State on December 13, 2007;

d. The Funding Agreement;

e. The fully executed Closing Instrument dated January 18, 2008 relating to the issuance of the Notes incorporating the Cross-Receipt; and

f. The Distribution Agreement, dated January 11, 2008, relating to the issuance of the Notes, by and among the Trust, PLIC and the dealer specified therein, including the Standard Distribution Agreement Terms dated as of July 21, 2005, and the related Administrative Procedures (the "Distribution Agreement").

I have also examined such certificates and other documents and instruments, researched such questions of law, and examined such government records in Tennessee as I have reasonably considered necessary or appropriate for the purpose of delivering this Opinion. In rendering this Opinion, I have assumed the due authorization, execution and delivery of all documents by the parties thereto, other than as to the authorization, execution and delivery of the Funding Agreement by PLIC, and the conformity to authentic, original documents of all documents submitted to me as certified, conformed or photostatic copies.

Based on the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, I am of the opinion that:

1. PLIC was redomesticated from the State of Alabama to the State of Tennessee in 1992 and is duly incorporated, validly existing and in good standing under the laws of the State of Tennessee.

2. PLIC is duly licensed under the insurance laws of Tennessee.

3. PLIC has full corporate power and authority to execute and deliver, and to perform its obligations under, the Funding Agreement. PLIC has duly authorized, executed and delivered the Funding Agreement. If the Funding Agreement was governed by Tennessee law (rather than Delaware law, which is specified as the governing law in the Funding Agreement), the Funding Agreement would, under Tennessee law, constitute a valid and legally binding obligation of PLIC, enforceable against PLIC in accordance with its terms.

4. To the best of my knowledge, no order, consent, permit or approval of any Tennessee court or Tennessee governmental authority having jurisdiction over PLIC is required for the execution, delivery and performance by PLIC of the Distribution Agreement or the Funding Agreement that has not already been obtained.

The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:

(i) The opinion that PLIC is duly licensed under the insurance laws of Tennessee is based solely upon the Certificate of Compliance.

(ii) The opinion that the Funding Agreement constitutes a valid, legally binding and enforceable obligation is further qualified to the extent that: (a) the agreement is subject to and may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity and the discretion of courts applying equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law; (b) certain rights, remedies and waivers contained in the agreement may be limited or rendered ineffective by applicable Tennessee laws or judicial decisions; however, such laws and judicial decisions do not render the agreement invalid as a whole, and there exist, in the agreement or pursuant to applicable law, legally adequate remedies to realize the principal benefits and security reasonably intended to be provided by the agreement; and (c) I express no opinion as to usury. With respect to usury, it is my understanding that the rate to be provided for in the Funding Agreement is substantially lower than Tennessee's usury limit, which, in general terms, is the prime rate plus four percentage points (4%), with a maximum of twenty-four percent (24%). A brief summary of the pertinent portions of Tennessee's general usury statutes is attached hereto as Exhibit A.

(iii) All references in this Opinion to facts based upon my "knowledge" refer solely to my current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this letter and to the knowledge of those attorneys in the legal department of Protective Life Corporation who have rendered advice or legal services in connection with such representation.

(iv) I express no opinion herein other than as to the law of the State of Tennessee.

This Opinion is rendered as of the date hereof, and I assume no obligation to advise you of any change hereafter occurring in circumstances touching or concerning the transaction which is the subject of this Opinion, including any changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to my attention.

This Opinion is provided to you in connection with the transactions described above. I consent to reliance by Richards, Layton & Finger, P.A. upon this Opinion as to matters of Tennessee law in connection with opinions to be rendered by it on the date hereof. I consent to the filing of this Opinion as an exhibit to PLIC's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of my name under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, I do not hereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. I am licensed to practice law in the State of Tennessee only and not licensed to practice law in the State of Alabama.

Very truly yours,

/s/ WILLIAM L. MCCARTY

William L. McCarty

EXHIBIT A

Tennessee Code Annotated sections ("T.C.A. §§") 47-14-101 through 15-104, define and limit interest as well as loan charges, commitment fees and brokerage commissions and sets forth penalties and procedures for addressing violations of those limits. In a complex series of provisions, the usury statutes limit contractual interest (other than on single payment loans of $1000 or less) to prime plus four percentage points, based on the weekly average prime published by the Board of Governors of the Federal Reserve. However, the date on which changes in the applicable formula rate become operative depends on whether rates are rising or falling, with increases taking effect immediately upon the Federal Reserve's publication of the rate while decreases are not operative until seven days after publication of the new effective rate in the Tennessee Administrative Register, which is published on the 15th of each month (or if a weekend or holiday, then on the preceding business day) and which bases the maximum rate on the weekly average prime rate published in the first Federal Reserve publication in the particular month. T.C.A. § 47-14-102 contains pertinent definitions in subsections (2), (5) and (6), as follow:

(2)

"Applicable formula rate" at any given time is the greater of:

(A): The "formula rate" in effect at such time; or
(B): The "formula rate" last published in the Tennessee Administrative Register prior to such time, pursuant to § 47-14-105;

. . . .

(5)

"Effective rate of interest" is the simple rate of interest, i.e., the ratio between the interest payable on an obligation and the principal for a period of time, including the result of converting compound, discount, add-on, or other nominal rates of interest into simple rates of interest;

(6)

"Formula rate" means an annual rate of interest four (4) percentage points above the average prime loan rate (or the average short-term business loan rate, however denominated) for the most recent week for which such an average rate has been published by the board of governors of the Federal Reserve System, or twenty-four percent (24%) per annum, whichever is less; . . . .

Section 47-14-103, entitled "Maximum effective rates generally" provides as follows (emphasis added):

Except as otherwise expressly provided by this chapter or by other statutes, the maximum effective rates of interest are as follows:

(1): For all transactions in which provisions of other statutes fix a maximum effective rate of interest for particular categories of creditors, lenders, or transactions, the rate so fixed;
(2): For all written contracts, including obligations issued by or on behalf of the state of Tennessee, any county, municipality, or district in the state, or any agency, authority, branch, bureau, commission, corporation, department, or instrumentality thereof, signed by the party to be charged, and not subject to subdivision (1), the applicable formula rate; and
(3): For all other transactions, ten percent (10%) per annum.

The timing of increases and deceases, as mentioned above, is dependent on T.C.A. § 47-14-105, entitled "Announcement and publication of formula rates - Reliance thereon," which provides in pertinent part as follows:

(a)

Upon the publication by the board of governors of the Federal Reserve System of the average prime loan rate, as described in § 47-14-102, the commissioner of financial institutions shall:

. . . .

(3): Cause to be published in the Tennessee Administrative Register the formula rate as determined by the average prime loan rate first published during each calendar month.

(b): In contracting for interest pursuant to the provisions of § 47-14-103(2), any person shall be entitled to rely upon the formula rate thus announced or published by the commissioner; provided, that a formula rate shall not be deemed to have been published until seven (7) days have elapsed following the publication date stated in the issue of the Tennessee Administrative Register containing the announcement of such formula rate.

T.C.A. § 47-14-106(1) permits the parties to contract for a fixed rate permissible at the time the loan contract is executed, at the time the loan is made, at the time the loan is converted from a variable rate to a fixed rate or from one fixed rate to another, at the time of any renewal or extension of the loan or any combination of the foregoing. Subsection (2) of § 47-14-106 provides for a contractual variable rate equal to the greater of the rate authorized at the time of the variance or at the time of execution of the contract or the note evidencing the indebtedness:

47-14-106. Contracts for applicable formula rates of interest.

(1)

A contract may provide for a fixed rate of interest:

(A): Permissible at the time the contract to make the loan is executed;
(B): Permissible at the time the loan is made;
(C): Permissible at the time the interest rate on the loan is converted from a variable to a fixed rate, or from one fixed rate to another fixed rate, whether such conversion is by terms of the contract or by renewal, modification, extension or otherwise;
(D): Permissible at the time of any renewal or extension of the loan or any note evidencing the loan; or
(E): Permissible by virtue of any combination of any of the foregoing.

(2)

A contract may provide for a rate of interest that may vary from time to time at such regular or irregular intervals as may be agreed by the parties; provided, that such variable rate shall not exceed the greater of:

(A): That authorized by statute at the agreed time of each variance; or
(B): That authorized at the time of execution of the contract or note evidencing the indebtedness upon which such variable rate is or is to be charged;

(3)

The parties may agree to a minimum fixed rate of interest to be applicable to a rate which is or may become otherwise variable; provided, that such agreed minimum fixed rate of interest does not exceed the rate permitted at the time the contract to make the loan is executed, or at the time the note is executed, or at the time of any renewal or extension thereof, whichever is greater.