EXHIBIT 3.B
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October 10, 2000
Southland Life Insurance Company
1290 Broadway
Denver, Colorado 80203-5699
Dear Sirs:
This opinion is furnished in connection with the Form S-6 Registration Statement
being filed by Southland Life Insurance Company ("Southland Life") under the
Securities Act of 1933, as amended (the "Act"), for the offering of interests
("Interests") in Southland Life Separate Account L1 ("Separate Account L1")
under the Flexible Premium Variable Life Insurance Policies ("Policies") to be
issued by Southland Life. The securities being registered under the Act are to
be offered in the manner described in the Registration Statement.
I have examined or supervised the examination of all such corporate records of
Southland Life and such other documents and such laws as I consider appropriate
as a basis for the opinion hereinafter expressed. On the basis of such
examination, it is my opinion that:
1. Southland Life is a corporation duly organized and validly existing under
the laws of the State of Texas.
2. Separate Account L1 was duly created as a separate investment account of
Southland Life pursuant to the laws of the State of Texas.
3. The assets of Separate Account L1 will be owned by Southland Life. Under
Texas law and the provisions of the Policies, the income, gains and losses,
whether or not realized, from assets allocated to Separate Account L1 must
be credited to or charged against such Account, without regard to the other
income, gains or losses of Southland Life.
4. The Policies provide that the assets of Separate Account L1 may not be
charged with liabilities arising out of any other business Southland Life
may conduct, except to the extent that assets of Separate Account L1 exceed
its liabilities arising under the Policies.
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October 10, 2000
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5. The Policies and the Interests in Separate Account L1 to be issued under
the Policies have been duly authorized by Southland Life; and the Policies,
including the Interests therein, when issued and delivered, will constitute
validly issued and binding obligations of Security Life in accordance with
their terms.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Gary W. Waggoner
Gary W. Waggoner
Vice President, Secretary
