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Exhibit 11
KATHLEEN A. MCGAH
Deputy General Counsel
Legal Division - 8 MS
Telephone: (860) 277-7389
Fax: (860) 277-0842
June 29, 2000
The Travelers Life and Annuity Company
The Travelers Fund UL II Variable Life Insurance
One Tower Square
Hartford, Connecticut 06183
Gentlemen:
With reference to the Registration Statement, File No. 333-96517, on
Form S-6, filed by The Travelers Life and Annuity Company and The Travelers
Fund UL II for Variable Life Insurance with the Securities and Exchange
Commission covering variable life insurance policies, 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:
1. The Travelers Life and Annuity Company is duly organized and
existing under the laws of the State of Connecticut and has been
duly authorized to do business and to issue variable life insurance
policies by the Insurance Commissioner of the State of Connecticut.
2. The Travelers Fund UL II for Variable Life Insurance is a duly
authorized and validly existing separate account established
pursuant to Section 38a-433 of the Connecticut General Statutes.
3. The variable life insurance policies covered by the above
Registration Statement, and all pre- and post-effective amendments
relating thereto, will be approved and authorized by the Insurance
Commissioner of the State of Connecticut and when issued will be
valid, legal and binding obligations of The Travelers Life and
Annuity Company and The Travelers Fund UL II for Variable Life
Insurance.
4. Assets of The Travelers Fund UL II for Variable Life Insurance are
not chargeable with liabilities arising out of any other business
The Travelers Life and Annuity Company may conduct.
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus
constituting a part of the Registration Statement.
Very truly yours,
/s/Kathleen A. McGah
Deputy General Counsel
The Travelers Life and Annuity Company
