EXHIBIT 8.1

                  [Letterhead of Maynard, Cooper & Gale, P.C.]



                                November 2, 2001

Torchmark Corporation
2001 Third Avenue South
Birmingham, AL 35233

Torchmark Capital Trust I
c/o Torchmark Corporation
2001 Third Avenue South
Birmingham, AL 35233

          Re:  Trust Preferred Securities of Torchmark Capital Trust I

Ladies and Gentlemen:

     We have acted as special tax counsel for Torchmark Corporation, a Delaware
corporation (the "Company"), and Torchmark Capital Trust I, a statutory business
trust organized under the Business Trust Act of the State of Delaware (12 Del.
Code Ann., Title 12, Section 3801, et seq.) (the "Trust"), in connection with
the sale pursuant to an Underwriting Agreement to be entered into among the
Company, the Trust, and the underwriters (the "Underwriters") named therein (the
"Underwriting Agreement") of trust preferred securities (liquidation amount $25
per capital security) of the Trust (the "Trust Preferred Securities"), which
will represent undivided beneficial interests in the assets of the Trust.

     The Trust Preferred Securities will be guaranteed by the Company with
respect to distributions and payments upon liquidation, redemption, and
otherwise pursuant to the Guarantee Agreement, to be entered into (the
"Guarantee Agreement"), between the Company and The Bank of New York, as
trustee, for the benefit of the holders of the Trust Preferred Securities.

     In connection with the issuance of the Trust Preferred Securities, the
Trust will also issue common securities (liquidation amount $25 per common
security) (the "Common Securities"), which will represent undivided beneficial
interests in the assets of the Trust.

     The proceeds from the sale of the Trust Preferred Securities and the Common
Securities are to be used by the Trust to purchase junior subordinated
debentures (the "Debentures"), to be issued by the Company.  The Trust Preferred
Securities and the Common Securities are to be issued pursuant to the Amended
and Restated Declaration of Trust, to be entered into (the "Declaration"),


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among the Company, as sponsor, The Bank of New York (Delaware), as Delaware
trustee (the "Delaware Trustee"), The Bank of New York, as property trustee (the
"Property Trustee"), and Michael J. Klyce, Larry M. Hatchison and Gary L.
Coleman, as regular trustees (the "Regular Trustees"). The Debentures are to be
issued pursuant to an indenture, to be entered into (the "Indenture"), between
the Company and The Bank of New York, as debt trustee.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i)  the Prospectus
Supplement dated October 31, 2001, (including the Prospectus dated November 30,
1999); (ii) the Certificate of Trust filed with the Secretary of State of the
State of Delaware as of July 21, 1999, by the Regular Trustees, and the Delaware
Trustee, as amended on November 1, 2001; (iii) the Declaration including the
designation of the terms of the Trust Preferred Securities; (iv) the form of the
Trust Preferred Securities; (v) the Guarantee Agreement; (vi) the Indenture;
(vii) the form of Debentures; (viii) the form of Common Securities; and (ix) the
Underwriting Agreement.  We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and the
Trust and such agreements, certificates of public officials, certificates of
officers, trustees or other representatives of the Company, the Trust and
others, as applicable, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents.  In making our
examination of documents executed, or to be executed by parties other than the
Company or the Trust, we have assumed that such parties had, or will have, the
power, corporate or other, to enter into and perform all obligations thereunder,
and we have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and that such documents constitute, or will constitute, valid and binding
obligations of such parties. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers, trustees and other
representatives of the Company, the Trust and others.

     In rendering our opinion, we have participated in the preparation of the
preliminary Prospectus Supplement.  Our opinion is conditioned on, among other
things, the initial and continuing accuracy of the facts, information,
covenants, representations, and assumptions set forth in the documents referred
to above and the statements and representations made by the Company and the
Trust.

     In rendering our opinion, we have considered the provisions of the Internal
Revenue Code of 1986, as amended, Treasury regulations (proposed, temporary, and
final) promulgated thereunder, judicial decisions, and Internal Revenue Service
rulings all as of the date hereof, and all of which are


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subject to change, which changes may be retroactively applied. A change in the
authorities upon which our opinion is based could affect our conclusions. There
can be no assurance, moreover, that any of the opinions expressed herein will be
accepted by the Internal Revenue Service or, if challenged, by a court.

     Based solely upon the foregoing, we are of the opinion that under current
United States federal income tax law:

     (1) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation.  Accordingly, each holder (defined in the
Prospectus Supplement as a "U.S. Holder") of Trust Preferred Securities will
generally be treated as the owner of an undivided interest in the Debentures.

     (2) The Debentures will be classified as indebtedness of the Company.

     (3) Assuming that the likelihood of the exercise by the Company of the
election to defer the payment of interest on the Debentures is remote, the
Debentures will not be deemed to be issued with original issue discount.
Accordingly, stated interest payments on the Debentures will be includible in a
holder's income at the time those payments are paid or accrued in accordance
with a holder's regular method of accounting.  A determination as to the
remoteness of a contingency under United States federal income tax law is
inherently a factual determination, and thus, no opinion is expressed herein
regarding the remoteness of the likelihood of the exercise of the Company's
election to defer the payment of interest on the Debentures.

     (4) If the Company exercises its option to defer the payment of stated
interest, (i) solely for purposes of the original issue discount rules, the
Debentures would be treated as being "reissued", (ii) the amount of interest
income includible in the taxable income of a holder of the Debentures would be
determined on the basis of a constant yield method over the remaining term of
the Debentures, (iii) the actual receipt of future payments of stated interest
on the Debentures would no longer be separately reported as taxable income, (iv)
any original issue discount included in income would increase the holder's
adjusted tax basis in the Trust Preferred Securities or the Debentures, as the
case may be, and (v) the holder's actual receipt of interest payments would
reduce the holder's adjusted tax basis.

     (5) Because interest paid on the Trust Preferred Securities will constitute
interest income for United States federal income tax purposes, corporate holders
of Trust Preferred Securities will not be entitled to claim a dividends received
deduction.

     (6) If the Company exercises its right to liquidate the Trust and cause the
Debentures to be distributed to the holders on a basis proportionate to a
holder's ownership in the Trust Preferred Securities, such a distribution will
be treated as a nontaxable event to a holder, provided that the Trust is
classified, for United States federal income tax purposes, as a grantor trust
and not an


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association taxable as a corporation at the time of the liquidation. In such
event, a holder will have an adjusted tax basis in the Debentures received in
the liquidation of the Trust equal to such holder's adjusted tax basis in the
Trust Preferred Securities surrendered and the holding period of the Debentures
will include the period during which the holder held the Trust Preferred
Securities.

     (7) If the Trust is characterized, for United States federal income tax
purposes, as an association taxable as a corporation at the time of the
liquidation of the Trust, the distribution of Debentures would be taxable to
holders.

     (8) Upon the sale or redemption for cash of Trust Preferred Securities, a
holder will recognize gain or loss in an amount equal to the difference between
(i) the holder's adjusted tax basis in the Trust Preferred Securities and (ii)
the amount realized in the sale, except for any amount received for accrued but
unpaid interest not previously included in income.

     (9) The gain or loss on the sale or redemption for cash of Trust Preferred
Securities will be long term capital gain or loss if a holder held the Trust
Preferred Securities as capital assets for United States federal income tax
purposes for more than one year, provided that the holder will be required to
include in ordinary income any portion of the amount realized in the sale that
is attributable to accrued but unpaid interest to the extent not previously
included income (the amount of such accrued interest is required to be added to
the adjusted tax basis in the Trust Preferred Securities disposed of).

     (10) Capital losses generally cannot be applied to offset ordinary income;
however, individuals may apply up to $3,000 of capital losses to offset ordinary
income.

     (11) Generally, income on the Trust Preferred Securities and proceeds from
the disposition of Trust Preferred Securities will be reported on IRS Form 1099,
which should be mailed by January 31 following each calendar year.  Backup
withholding at rates specified in the Internal Revenue Code of 1986, as amended,
will apply to payments of interest if the payee is a non-exempt holder, unless
the payee (A) furnishes a taxpayer identification number in the manner
prescribed in the applicable Treasury regulations, (B) certifies that such
number and that he or she is not subject to backup withholding, and (C) meets
certain other conditions.  Amounts withheld due to the application of the backup
withholding rules may be allowed as a credit or refund against U.S. federal
income tax liability, provided that required information is furnished to the
IRS.

     (12) Payments made to non-U.S. Holders (as defined in the Prospectus
Supplement) will generally not be subject to withholding of United States
federal income tax if (A) the beneficial owner of the Trust Preferred Securities
does not actually or constructively own 10% or more of the total combined voting
power of all classes of the stock of the Company entitled to vote and (B) either
(i) the beneficial owner of the Trust Preferred Securities certifies to the
Trust or its agent, under penalties of perjury, that it is not a United States
person by filing the required Internal Revenue Service form certification with
the Trust and providing his name, address, and other information


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required to be reported on such form(s) and/or in accordance with the Internal
Revenue Code or (ii) a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business ("Financial Institution"), and holds the Trust Preferred Securities
in that capacity, certifies to the Trust or its agent, under penalties of
perjury, that such certification has been received from the beneficial owner by
it or by a Financial Institution between it and the beneficial owner and
furnishes the Trust or its agent with a copy of the certification.

     Except as set forth above, we express no opinion to any party as to the tax
consequences, whether United States federal, state, local or foreign, of the
issuance of the Debentures, the Trust Preferred Securities, the Common
Securities, or any transactions related to or contemplated by such issuance.  In
connection with the sale of the Trust Preferred Securities pursuant to the
Registration Statement of the Company dated November 30, 1999, as filed with the
Securities and Exchange Commission on July 21, 1999, as amended (the
"Registration Statement"), we are furnishing this opinion to you solely for your
benefit and the benefit of investors purchasing the Trust Preferred Securities
upon original issuance.  This opinion is not to be used, circulated, quoted, or
otherwise referred to for any other purpose without our written permission.

     The opinions expressed herein are subject to, and conditioned upon,
reconfirmation and delivery of these opinions at the time of the closing of the
offering of Trust Preferred Securities. This opinion is expressed as of the date
hereof, and we disclaim any undertaking to advise you of changes of the facts
stated or assumed herein or any subsequent changes in applicable law.

     We consent to the filing of this opinion as Exhibit 8.1 to the Registration
Statement and to the reference to Maynard, Cooper & Gale, P.C. therein under the
caption "Legal Matters."  In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.

                                    Very truly yours,



                                    Maynard, Cooper & Gale, P.C.


                                    By:   /s/ C. Mark Strength
                                       --------------------------
                                              C. Mark Strength