Exhibit 5(b)

July 8, 2014

Protective Life Corporation		PLC Capital Trust VI
2801 Highway 280 South		c/o Protective Life Corporation
Birmingham, Alabama 35223		2801 Highway 280 South
		Birmingham, Alabama 35223

PLC Capital Trust VII		PLC Capital Trust VIII
c/o Protective Life Corporation		c/o Protective Life Corporation
2801 Highway 280 South		2801 Highway 280 South
Birmingham, Alabama 35223		Birmingham, Alabama 35223

Protective Life Corporation
PLC Capital Trust VI
PLC Capital Trust VII
PLC Capital Trust VIII
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Protective Life Corporation, a Delaware corporation (“Protective”), PLC Capital Trust VI, PLC Capital Trust VII and PLC Capital Trust VIII, each a statutory trust organized under the laws of the State of Delaware (each a “PLC Capital Trust” and, collectively, the “Trusts”), in connection with a Registration Statement on Form S-3 (the “Registration Statement”), including a prospectus (the “Base Prospectus”), being filed this date by Protective and the Trusts with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the public offering of the following types of securities (the “Securities”): common stock, par value $0.50 per share, of Protective (“Common Stock”); one or more series of preferred stock of Protective (“Preferred Stock”); one or more series of unsecured unsubordinated debt securities of Protective (“Senior Debt Securities”); unsecured subordinated debt securities of Protective (“Subordinated Debt Securities”); warrants to purchase Senior Debt Securities, Subordinated Debt Securities, Common Stock, Preferred Stock and / or other Securities (“Warrants”); depositary shares representing fractional interests in Preferred Stock, Common Stock or debt securities of Protective (“Depositary Shares”); preferred securities of the Trusts (the “Trust Preferred Securities”); purchase contracts relating to Common Stock, Preferred Stock and / or Depositary Shares (“Purchase Contracts”); and units representing an interest in two or more types of securities that are registered in the Registration Statement (“Units”). The Securities may be issued or sold or delivered from time to time pursuant to Rule 415 under the 1933 Act. The proceeds of an offering of Trust Preferred Securities by a PLC Capital Trust (together with the proceeds from the issuance of common interests in such PLC Capital Trust) will be loaned by such PLC Capital Trust to Protective and such loan will be evidenced by Subordinated Debt Securities, to be issued pursuant to supplemental indentures to the Subordinated Indenture. In addition, certain payment obligations of the respective PLC Capital Trusts with respect to the Trust Preferred Securities of such PLC Capital Trust will be guaranteed (on a subordinated basis) by Protective pursuant to a Trust Preferred Securities Guarantee (each a “Guarantee” and, collectively, the “Guarantees”) to be executed by Protective for the benefit of holders of Trust Preferred Securities of such PLC Capital Trust.

The Senior Debt Securities will be issued under an Indenture dated June 1, 1994 (as amended and supplemented, the “Senior Indenture”), between Protective and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). The Subordinated Debt Securities will be issued under a Subordinated Indenture dated June 1, 1994 (as amended and supplemented, the “Subordinated Indenture”) between Protective and the Trustee. The

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Senior Indenture and the Subordinated Indenture are hereinafter referred to collectively as the “Indentures.” The Warrants will be issued pursuant to a warrant agreement (“Warrant Agreement”) between Protective and a warrant agent as shall be named therein. The Depositary Shares will be issued pursuant to a deposit agreement (“Deposit Agreement”) between Protective and a depositary as shall be named therein (the “Depositary”). The Trust Preferred Securities will be issued pursuant to an amended and restated declaration of trust (“Trust Agreement”) among the applicable Trust, the Trustee and Protective, as sponsor. The Purchase Contracts will be issued pursuant to a purchase contract agreement or other instrument between Protective and a purchase contract agent as shall be named therein (“Purchase Agreement”). The Units will be issued pursuant to a unit agreement (“Unit Agreement”) between Protective and a unit agent as shall be named therein. The Guarantees will be made pursuant to a preferred securities guarantee agreement (“Guarantee Agreement”) between Protective and the Trustee.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act.

In connection with this opinion, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form have been filed with the Commission on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes.

We have also assumed that all of the Indentures, Warrant Agreements, Purchase Agreements, Deposit Agreements, Guarantee Agreements and Unit Agreements are governed by the laws of the State of New York. We understand that you are receiving separate opinions of counsel relating to the Common Stock and Preferred Stock on the one hand, and the Trust Preferred Securities on the other hand, as to which we express no opinion.

Based upon the foregoing, we are of the following opinion:

1. When (i) the issuance, execution and delivery of (a) supplemental indentures (“Senior Supplemental Indentures”) to the Senior Indenture and (b) the Senior Debt Securities have been duly authorized by all necessary corporate action of Protective and (ii) (a) a Senior Supplemental Indenture has been duly executed and delivered by Protective and the Trustee and (b) the Senior Debt Securities have been duly executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Base Prospectus and any prospectus supplement relating thereto and in accordance with the Senior Indenture and such Senior Supplemental Indenture, assuming the terms of such Senior Debt Securities are in compliance with then applicable law, the Senior Debt Securities will be validly issued and will constitute valid and binding obligations of Protective enforceable against Protective in accordance with their terms.

2. When (i) the issuance, execution and delivery of (a) supplemental indentures (“Subordinated Supplemental Indentures”) to the Subordinated Indenture and (b) the Subordinated Debt Securities have been duly authorized by all necessary corporate action of Protective, and (ii) (a) a Subordinated Supplemental Indenture has been duly executed and delivered by Protective and the Trustee and (b) the Subordinated Debt Securities have been duly executed, authenticated, issued, delivered and paid for as contemplated by the Registration Statement, the Base Prospectus and any prospectus supplement relating thereto and in accordance with the Subordinated Indenture and such Subordinated Supplemental Indenture, assuming the terms of such Subordinated Debt Securities are in compliance with then applicable law, the Subordinated Debt Securities will be validly issued and will constitute valid and binding obligations of Protective enforceable against Protective in accordance with their terms.

3. When (i) the issuance, execution and delivery by Protective of the Purchase Contracts and the Units shall have been duly authorized by all necessary corporate action of Protective, (ii) the agreements relating thereto

shall have been duly executed and delivered by the parties thereto, (iii) the Purchase Contracts and the Units shall have been duly executed and delivered by Protective and any other necessary signatories thereto and sold as contemplated by the Registration Statement, the Base Prospectus and any prospectus supplement relating thereto, against payment of the consideration fixed therefor by the Board of Directors and a duly authorized committee thereof, assuming that the terms of such Purchase Contracts and Units are in compliance with then applicable law, the Purchase Contracts and the Units will be validly issued and will constitute valid and binding obligations of Protective enforceable against Protective in accordance with their terms.

4. When (i) the execution and delivery of any Guarantee shall have been duly authorized by all necessary corporate action of Protective, (ii) such Guarantee shall have been duly executed and delivered by Protective, (iii) the Trust Preferred Securities to which such Guarantee relates have been duly issued and sold and the purchase price therefor has been received by the respective PLC Capital Trust and (iv) the Guarantee shall have been qualified under the Trust Indenture Act of 1939, as amended, such Guarantee will constitute a valid and legally binding obligation of Protective, enforceable against Protective in accordance with its terms.

5. When (i) the terms and the execution and delivery of the Deposit Agreement relating to the Depositary Shares and the terms of the Depositary Shares and of their issuance and sale shall have been duly authorized by all necessary corporate action of Protective, (ii) the Deposit Agreement and the depositary receipts evidencing the Depositary Shares (the “Depositary Receipts”) have been duly authorized, executed and delivered by Protective and the Depositary, (iii) the terms of the Depositary Shares and the Depositary Receipts have been established in accordance with the applicable Deposit Agreement so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon Protective, and so as to comply with any applicable requirement or restriction imposed by any court or governmental authority having jurisdiction over Protective, (iv) (a) the Senior Supplemental Indenture has been duly authorized, executed and delivered by Protective and the Trustee, as contemplated in paragraph 2 above, (b) the Subordinated Supplemental Indenture has been duly authorized, executed and delivered by Protective and the Trustee, as contemplated in paragraph 3 above, (c) the shares of Preferred Stock relating to the Depositary Shares have been duly authorized and validly issued and are fully paid and non-assessable and (d) the shares of Common Stock relating to the Depositary Shares have been duly authorized and validly issued and are fully paid and nonassessable, and in the case of either (a), (b), (c) or (d), have been deposited with the Depositary under the applicable Deposit Agreement and (v) the Depositary Receipts have been duly executed, countersigned, registered and delivered, as contemplated by the Registration Statement, the Base Prospectus and any prospectus supplement relating thereto, and in accordance with the terms of the Deposit Agreement and any underwriting agreement, Warrants or Warrant Agreement or Purchase Contracts or Purchase Agreement relating to such issuance, against payment of the consideration fixed therefore by the necessary corporate action of Protective, the Depositary Receipts will be validly issued and binding obligations of Protective enforceable against Protective in accordance with their terms.

6. When (i) the terms, and the execution and delivery of the Warrants and any Warrant Agreement relating to the Warrants and the terms of the issuance and sale of the Warrants and related matters shall have been duly authorized by all necessary corporate action of Protective, (ii) the Warrant Agreement relating to the Warrants shall have been duly executed and delivered by Protective and such warrant agent as shall have been duly appointed by Protective, (iii) the terms of the Warrants have been established in accordance with the applicable Warrant Agreement and so as not to violate any applicable law, rule or regulation or result in a default under or a breach of any agreement or instrument binding upon Protective and so as to comply with any requirement of restriction imposed by any court or governmental body having jurisdiction over Protective and (iv) the Warrants or certificates representing the Warrants shall have been duly executed, authenticated, issued and delivered as contemplated by the Registration Statement, the Base Prospectus and any prospectus supplement relating thereto, and in accordance with the terms of any Warrant Agreement and underwriting agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors or a duly authorized committee thereof, the Warrants will be validly issued and will constitute valid and binding obligations of Protective enforceable against Protective in accordance with their terms.

Our opinion expressed above is subject to and may be limited by the following exceptions, limitations and qualifications: (a) the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws of general applicability relating to or affecting the

rights of creditors; (b) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies), whether considered in a proceeding at law or in equity; (c) the effect of public policy considerations that may limit the rights of the parties to obtain further remedies; (d) any requirements that a claim with respect to any debt securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency; (f) we express no opinion with respect to the enforceability of provisions relating to choice of law, choice of venue, jurisdiction or waivers of jury trial, and (g) we express no opinion with respect to the enforceability of any waiver of any usury defense.

To the extent that the obligations of the Company with respect to the Securities may be dependent on such matters, we assume for purposes of this opinion that the other party under the Senior Indenture (as supplemented by any Senior Supplemental Indenture) for any Senior Debt Securities, under the Subordinated Indenture (as supplemented by any Subordinated Supplemental Indenture) for any Subordinated Debt Securities, under the Purchase Agreement for any Purchase Contracts, under the Guarantee Agreement for any Guarantees, under the Deposit Agreement for any Depositary Shares, under the Warrant Agreement for any Warrants and under the Unit Agreement for any Units, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that such other party is duly qualified to engage in the activities contemplated by such Senior Indenture (as so supplemented), Subordinated Indenture (as so supplemented), Purchase Agreement, Guarantee Agreement, Deposit Agreement, Warrant Agreement or Unit Agreement, as applicable; that such Senior Indenture (as so supplemented), Subordinated Indenture (as so supplemented), Purchase Agreement, Guarantee Agreement, Deposit Agreement, Warrant Agreement or Unit Agreement has been duly authorized, executed and delivered by such other party and constitutes the legally valid, binding and enforceable obligation of such other party, enforceable against such other party in accordance with its terms; that such other party is in compliance, generally and with respect to performance of its obligations under such Senior Indenture (as so supplemented), Subordinated Indenture (as so supplemented), Purchase Agreement, Guarantee Agreement, Deposit Agreement, Warrant Agreement or Unit Agreement, as applicable, with all applicable laws and regulations; and that such other party has the requisite organizational and legal power and authority to perform its obligations under such Senior Indenture (as so supplemented), Subordinated Indenture (as so supplemented), Purchase Agreement, Guarantee Agreement, Deposit Agreement, Warrant Agreement or Unit Agreement, as applicable.

Our opinion expressed above is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. We do not express any opinion with respect to the law of any other jurisdiction or to the securities or “blue sky” laws of any jurisdiction. The opinions expressed in this opinion letter are strictly limited to the matters stated in this opinion letter and no other opinions are to be implied.

The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion set forth herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the Rules and Regulations of the Commission thereunder.

	Very truly yours,

	/s/ Maynard, Cooper & Gale, P.C.