Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
January 12, 2001
Board of Directors
Valley Forge Life Insurance Company
CNA Plaza, 43 South
Chicago, Illinois 60685
RE: Opinion of Counsel - Valley Forge Life Insurance
Company Variable Life Separate Account
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Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of Pre-Effective Amendment No. 1 to a Registration Statement on Form
S-6 for the Individual Flexible Premium Life Insurance Policy to be issued by
Valley Forge Life Insurance Company and its separate account, Valley Forge Life
Insurance Company Variable Life Separate Account.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.
We are of the following opinions:
1. Valley Forge Life Insurance Company Variable Life Separate Account is a
Unit Investment Trust as that term is defined in Section 4(2) of the Investment
Company Act of 1940 (the "Act"), and is currently registered with the Securities
and Exchange Commission, pursuant to Section 8(a) of the Act.
2. Upon the acceptance of premiums paid by an Owner pursuant to a Policy
issued in accordance with the Prospectus contained in the Registration Statement
and upon compliance with applicable law, such an Owner will have a
legally-issued, fully paid, non-assessable contractual interest under such
Policy.
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You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration Statement.
We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Prospectus which forms a part of the Registration Statement.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/JUDITH A. HASENAUER
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Judith A. Hasenauer
