GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847 402-2400
Facsimile 847 402-4371
Michael J. Velotta Please direct reply to:
Vice President, Secretary Post Office Box 3005
and General Counsel Northbrook, Illinois 60065-3005
July 3, 2000
TO: GLENBROOK LIFE AND ANNUITY COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM N-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940
FILE NOS: 333-00999, 811-07541
With reference to the Registration Statement on Form N-4 filed by
Glenbrook Life and Annuity Company (the "Company"), as depositor, and Glenbrook
Life Multi-Manager Variable Account, as registrant, with the Securities and
Exchange Commission covering the Flexible Premium Deferred Variable Annuity
Contracts, I have examined such documents and such laws as I have considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that as of July 3, 2000:
1. The Company is duly organized and existing under the laws of the
State of Arizona and has been duly authorized to do business by the
Director of Insurance of the State of Arizona.
2. The securities registered by the above Registration Statement when
issued will be valid, legal and binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
above referenced Registration Statement and to the use of my name under the
caption "Legal Matters" in the Prospectus constituting a part of the
Registration Statement.
Sincerely,
/s/ MICHAEL J. VELOTTA
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Michael J. Velotta
Vice President, Secretary and
General Counsel
