AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVA
485BPOS, 1997-04-25
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             As filed with the Securities and Exchange Commission on
                                 April 24, 1997


                         Registration No. 333-5529
                                          
  =============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4
                      =====================================

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

                            PRE-EFFECTIVE AMENDMENT NO. 
                                                       
                            POST-EFFECTIVE AMENDMENT NO. 2                    
                           
           REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940 [X]


                            PRE-EFFECTIVE AMENDMENT NO. 
                                                        
                            POST-EFFECTIVE AMENDMENT NO. 2             

                      =====================================

               AMERITAS LIFE INSURANCE CORP. SEPARATE ACCOUNT LLVA
                           (EXACT NAME OF REGISTRANT)

                      =====================================

                          AMERITAS LIFE INSURANCE CORP.
                                    Depositor
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

                      =====================================

                               NORMAN M. KRIVOSHA
                       Executive Vice President, Secretary
                          and Corporate General Counsel
                          Ameritas Life Insurance Corp.
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

                      =====================================

Approximate Date of Proposed Public Offering: As soon as practicable after 
effective date.

           It is proposed that this filing will become effective: 

           [ ] immediately upon filing pursuant to paragraph b

           [ ] on ___________ pursuant to paragraph a of Rule 485

           [x] on May 1, 1997 pursuant to paragraph b of Rule 485
                  -----------

    Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the 
    Registrant has registered an indefinite  amount of securities   under
    the  Securities  Act  of 1933.  Pursuant  to paragraph (b)(2) of Rule 
    24f-2,  the  issuer  is  not  required  to file a Rule 24f-2  notice,  
    because it did not sell any  securities  pursuant to such declaration
    during the fiscal year ending December 31, 1996.
<PAGE>
                                    OVERTURE
                  CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4

PART A
FORM N-4      ITEM                               HEADING IN PROSPECTUS

Item 1.       Cover Page.........................Cover Page
Item 2.       Definitions........................Definitions
Item 3.       Synopsis or Highlights.............Fee Table; Highlights
Item 4.       Condensed Financial  Information...Condensed Financial Information
Item 5.       General Description of Registrant,
              Depositor, and Portfolio Companies
              a) Depositor.......................Ameritas Life Insurance Corp.
              b) Registrant......................The Separate Account
              c) Portfolio Company...............The Funds
              d) Prospectus......................The Funds
              e) Voting..........................Voting Rights
              f) Administrator...................N/A
Item 6.       Deductions and Expenses
              a) Deductions......................Fee Table; Highlights; Charges
                                                 and Deductions
              b) Sales load......................N/A
              c) Special purchase plans..........N/A
              d) Commissions.....................Distribution of the Policies
              e) Portfolio company deductions and
                 expenses........................The Funds; Fund Investment 
                                                 Advisory Fees and Expenses
              f) Registrant's Operating Expenses.N/A
Item 7.          General Description of Variable
                 Annuity Contracts
              a) Rights .........................Highlights; Policy Features, 
                                                 Annuity Period; General 
                                                 Provisions; Voting Rights
              b) Provisions and limitations......Highlights; Allocation of 
                                                 Premium; Transfers Among the 
                                                 Portfolios and the Fixed 
                                                 Account; Systematic Programs
              c) Changes in contracts or
                 operations......................Addition, Deletion, or 
                                                 Substitution of Investments;
                                                 Policy Features; Voting Rights
              d) Contractowner inquiries.........Owner Inquiries
Item 8.          Annuity Period
              a) Level of benefits...............Highlights; Allocation of 
                                                 Premium; Annuity Income Options
              b) Annuity commencement date.......Annuity Date
              c) Annuity payments................Highlights; Annuity Income 
                                                 Options
              d) Assumed investment return.......Annuity Income Options
              e) Minimums........................Annuity Income Options
              f) Rights to change options or
                 transfer investment base........Annuity Income Options
Item 9.       Death Benefit
              a) Death benefit calculation.......Highlights; Death of Annuitant;
                                                 Death of Owner; Annuity Income
                                                 Options
              b) Forms of benefits...............Highlights; Death of Annuitant;
                                                 Death of Owner; Annuity Income
                                                 Options
Item 10.      Purchases and Contract Values
              a) Procedures for purchases........Cover Page; Highlights; Policy
                                                 Purchase and Premium Payment;
                                                 Accumulation Value
              b) Accumulation unit value.........Accumulation Value
              c) Calculation of accumulation unit
                 value...........................Accumulation Value; Policy 
                                                 Purchase and Premium Payment
              d) Principal underwriter...........Distribution of the Policies
<PAGE>
Item 11.      Redemptions
              a) Redemption procedures...........Highlights; Withdrawals and 
                                                 Surrenders
              b) Texas Optional Retirement
                 Program.........................N/A
              c) Delay...........................Deferment of Payment
              d) Lapse...........................N/A
              e) Revocation rights...............Highlights; Free Look Privilege
Item 12.      Taxes
              a) Tax consequences................Tax Charges; Federal Tax 
                                                 Matters
              b) Qualified plans.................Federal Tax Matters
              c) Impact of taxes.................Tax Charges
Item 13.      Legal Proceedings .................Legal Proceedings
Item 14.      Table of Contents of Statement of
              Additional Information.............Table of Contents of Statement
                                                 of Additional Information

PART B
FORM N-4      ITEM                               HEADING IN STATMENT OF  
                                                 ADDITIONAL INFORMATION 

Item 15.      Cover page.........................Cover page
Item 16.      Table of Contents..................Table of Contents
Item 17.      General Information and History....General Information and History
Item 18.      Services
              a) Fees, expenses and costs paid
                 by other than depositor or
                 registrant......................N/A
              b) Management-related services.....N/A
              c) Custodian and independent public
                 accountant......................Safekeeping of Account Assets;
                                                 Experts
              d) Other custodianship.............N/A
              e) Administrative servicing agent..N/A
              f) Depositor as  principal
                 underwriter.....................N/A
Item 19.      Purchase of Securities Being Offered
              a) Manner of Offering..............N/A
              b) Sales load......................N/A
Item 20.      Underwriters
              a) Depositor or affiliate as 
                 principal underwriter...........Distribution of the Policy
              b) Continuous offering.............Distribution of the Policy
              c) Underwriting commissions........N/A
              d) Payments of underwriter.........N/A
Item 21.      Calculation of Performance Data....Calculation of Performance Data
Item 22.      Annuity Payments...................N/A
Item 23.      Financial Statements
              a) Registrant......................Financial Statements
              b) Depositor.......................Financial Statements
<PAGE>
We herein  incorporate by reference  Part A and Part B of File Numbers  333-5529
and 811-7661, as filed in Post-Effective  Amendment No. 1, filed on February 28,
1997.
<PAGE>

<PAGE>
                                     PART C
                                OTHER INFORMATION

Item 24.   Financial Statements and Exhibits

     a)    Financial Statements:

     The financial statements of Ameritas Life Insurance Corp. are filed in Part
     B. No financial  statements  will be included for Ameritas  Life  Insurance
     Corp. Separate Account LLVA, as it had no assets or liabilities and had not
     commenced operations as of December 31, 1996.

     Ameritas Life Insurance Corp.:

     -  Report of Deloitte & Touche LLP, independent auditors.

     -  Balance Sheets as of December 31, 1996 and 1995.

     -  Statements of Operations and Policyowners' Contingency Reserves for each
        of the three years in the period ended December 31, 1996.

     -  Statements of Cash Flows for each of the three years in the period ended
        December 31, 1996.

     -  Notes to Financial  Statements  for the three years in the period  ended
        December 31, 1996.


All  schedules  of the Company  for which  provision  is made in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related instructions, are inapplicable or have been disclosed
in the Notes to the Financial Statements and therefore have been omitted.

There are no financial statements included in Part A.


     b) Exhibits

     Exhibit Number          Description of Exhibit
     --------------          ----------------------
                    
     (1)                     Resolution of Board of Directors of Ameritas Life
                             Insurance Corp. establishing Ameritas Life 
                             Insurance Corp. Separate Account LLVA.*

     (2)                     Not applicable.

     (3)(a)                  Principal Underwriting Agreement.**

     (3)(b)                  Form of Selling Agreement.*

     (4)                     Form of Variable Annuity Contract.*

     (5)                     Form of Application for Variable Annuity 
                             Contract.***

     (6)(a)                  Certificate of Incorporation of Ameritas Life
                             Insurance Corp.*

     (6)(b)                  Bylaws of Ameritas Life Insurance Corp.*

     (7)                     Not applicable.

     (8)(a)                  Participation Agreement.*

     (8)(b)                  Proposed Participation Agreement.*

     (8)(c)                  Proposed Participation Agreement.**

     (8)(d)                  Proposed Participation Agreement.** 

     (9)                     Opinion and consent of Norman M. Krivosha.

     (10)(a)                 Independent Auditors' Consent.

     (11)                    No financial statements are omitted from Item 23.

     (12)                    Not applicable.

     (13)                    Not applicable.

*  Incorporated by reference to the initial registration statement for  Ameritas
   Life Insurance Corp.  Separate  Account  LLVA  (File No. 333-5529),  filed on
   June 7, 1996.

** Incorporated by reference to the Pre-Effective  Amendment No. 1  for Ameritas
   Life Insurance Corp.  Separate  Account LLVA  (File No. 333-5529),  filed  on
   October 3, 1996.

***Incorporated  by  reference to the Pre-Effective Amendment No. 2 for Ameritas
   Life Insurance Corp. Separate Account (File NO. 333-5529), filed  on November
   20, 1996.

                                       1
<PAGE>
Item 25.   Directors and Officers of the Depositor.


     Name and Principal                    Position and Offices
     Business Address                      with Depositor
     ------------------                    ---------------------
   
     Lawrence J. Arth*                     Director, Chairman of the Board
                                           and Chief Executive Officer

     Kenneth C. Louis*                     Director, President and Chief 
                                           Operating Officer

     Norman M. Krivosha*                   Executive Vice President, Secretary 
                                           and Corporate General Counsel

     Jon C. Headrick*                      Executive Vice President-Investments
                                           and Treasurer

     James P. Abel**                       Director

     Duane W. Acklie**                     Director

     Robert C. Barth*                      Second Vice President and Assistant 
                                           Controller

     Roxann Brennfoerder*                  Vice President - Pensions

     Wayne E. Brewster*                    Vice President - Variable Sales

     Robert W. Bush*                       Executive Vice President-Individual 
                                           Insurance

     Jan M. Connolly*                      Vice President-Corporate Operations,
                                           Planning and Quality

     William W. Cook, Jr.**                Director

     Gerald B. Dimon*                      Vice President - Human Resources

     Bert A. Getz**                        Director

     William R. Giovanni*                  Senior Vice President and Chief 
                                           Executive Officer-Ameritas Investment
                                           Corp.

     James R. Haire*                       Vice President - Corporate Actuary 

     Thomas D. Higley*                     Vice President - Individual Financial
                                           Operations and Actuary

     Leslie D. Inman*                      Vice President - Group Marketing 
                                           and Planning 

     Steven K. Isaacs*                     Vice President - Group Field Sales

     Michael Jaskolka*                     Vice President - Information
                                           Services

     Marty L. Johnson*                     Second Vice President - Individual 
                                           Underwriting

     Kenneth R. Jones*                     Vice President-Corporate Compliance 
                                           and Assistant Secretary

     James R. Knapp**                      Director

     Robert F. Krohn**                     Director

     William W. Lester*                    Vice President-Securities

     Wilfred J. Maddux**                   Director

     JoAnn M. Martin*                      Senior Vice President-Controller and
                                           Chief Financial Officer

     Anthony Mazzarelli, Jr.*              Vice President-Individual Field Sales

     Bruce R. McMullen, M.D.*              Vice President and Medical Director

     David C. Moore*                       Executive Vice President - Group and
                                           Pensions

     William W. Nelson*                    Vice President - Group Claims and
                                           Administration

     Dale Niebuhr*                         Second Vice President-Audit Services

     Gary R. Raymond*                      Vice President - Group Actuary

     Barry C. Ritter*                      Senior Vice President - Information
                                           Services

     Paul C. Schorr, III**                 Director

     William C. Smith**                    Director

     Donald R. Stading*                    Vice President and General Counsel -
                                           Insurance and Assistant Secretary

                                       2
<PAGE>
     Neal E. Tyner**                       Director

     Kenneth L. VanCleave*                 Vice President - Group Managed Care
                                           and Partnering

     Winston J. Wade**                     Director

     Jon B. Weinberg**                     Vice President-Mortgage Loans and
                                           Real Estate

     Steven L. Welton*                     Vice President-Individual Marketing


*    Principal business address: Ameritas Life Insurance Corp., 5900 "O" Street,
     Lincoln, Nebraska 68510

**   Principal  address  for:   James P. Abel,  NEBCO,  Inc.,  P.O.  Box  80268,
     Lincoln,  Nebraska 68501; Duane W. Acklie, Crete Carrier Corporation,  P.O.
     Box 81228,  Lincoln,  Nebraska  68501;  William W. Cook,  Jr., The Beatrice
     National Bank and Trust Company,  P.O. Box 100,  Beatrice,  Nebraska 68310;
     Bert A. Getz,  Globe  Corporation,  3634 Civic  Center  Blvd.,  Scottsdale,
     Arizona 85251;  James R. Knapp, The Brookhollow Group, 535 Anton Boulevard,
     Suite 100, Costa Mesa,  California 92626; Robert F. Krohn, PSI Group, Inc.,
     10011 "J" Street,  Omaha,  Nebraska 68127;  Wilfred  Maddux,  Maddux Cattle
     Company, P.O. Box 217, Wauneta, Nebraska 69045; Paul C. Schorr, III, ComCor
     Holding,  Inc.,  6940 "O"  Street,  Suite 336,  P.O.  Box  57310,  Lincoln,
     Nebraska 68505, William C. Smith, William C. Smith & Co., Cornhusker Plaza,
     Suite 401, 301 So. 13th Street, Lincoln, Nebraska 68508; Neal E. Tyner, NET
     Consultants,  6940 O Street, Suite 324, Lincoln, Nebraska 68510; Winston J.
     Wade, c/o PMI, Jockey Hollow Professional Park, P.O. Box 311, Mendham,  New
     Jersey 07945.

Item 26

The depositor, Ameritas Life Insurance Corp., is a mutual life insurance company
domiciled in Nebraska.  The Registrant is a segregated asset account of Ameritas
Life Insurance Corp.

The following chart indicates the persons  controlled by or under common control
with Ameritas Life Insurance Corp.:


[GRAPHIC OMITTED]

Omitted chart shows Ameritas organization. ALIC with its separate accounts is at
the uppermost tier;  second tier companies are:  Ameritas  Investment  Advisors,
Inc., Ameritas Managed Dental Plan, Inc., First Ameritas Life Insurance Corp. of
New York,  Pathmark Assurance Company,  Veritas Corp., AMAL Corporation,   third
tier  companies  are  Ameritas  Investment  Corp.  and  Ameritas  Variable  Life
Insurance   Company  with  its  separate   accounts  which  are  owned  by  AMAL
Corporation.

All entities are Nebraska  entities,  except First Ameritas Life Insurance Corp.
of New York, which is a New York entity, and Ameritas Managed Dental Plan, Inc.,
which is a California entity.

All entities are wholly-owned by the person  immediately  controlling it, except
AMAL  Corporation,  a holding  company,  which is jointly owned by Ameritas Life
Insurance Corp., which owns a majority interest in AMAL Corporation,  and AmerUs
Life Insurance Company, which owns a minority interest in AMAL Corporation.

AMAL  Corporation is a holding company. Veritas is a marketing agency.  Pathmark
Assurance Company is an insurance company.


Item 27.   Number of Contractowners

        As of December 31, 1996 there were 0 contractowners.

Item 28.   Indemnification

Ameritas Life Insurance Corp.'s By-laws provide as follows:

   "The  Company  shall  indemnify  any  person  who was,  or is a party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative by
reason of the fact that such person is or was a director, officer or employee of
the  Company or is or was  serving at the  request of the Company 


                                       3
<PAGE>
as a director, officer or employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses including attorney's
fees,  judgments,  fines and amounts paid in settlement  actually and reasonably
incurred in connection  with such action,  suit or proceeding to the full extent
authorized by the laws of Nebraska."

   Section 21-2004 of the Nebraska Business Corporation Act, in general,  allows
a  corporation  to indemnify  any  director,  officer,  employee or agent of the
corporation for amounts paid in settlement  actually and reasonably  incurred by
him or her in connection with an action, suit or proceeding,  if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed  to the best  interest  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

   In a case of a derivative action, no indemnification shall be made in respect
of any claim,  issue or matter as to which such person shall have been  adjudged
to be liable for negligence or misconduct in the  performance of his or her duty
to the  corporation,  unless a court in  which  the  action  was  brought  shall
determine  that such person is fairly and  reasonably  entitled to indemnify for
such expenses which the Court shall deem proper.

   Insofar as indemnification  for liability arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29.   Principal Underwriters


   a)  Ameritas  Investment  Corp. which will serve as the principal underwriter
       for the variable annuity contracts issued through Ameritas Life Insurance
       Corp. Separate Account LLVA, also serves as the principal underwriter for
       variable life insurance contracts issued through Ameritas Life  Insurance
       Corp. Separate Account LLVL.   Ameritas  Investment  Corp. also serves as
       the principal underwriter  for  variable  life insurance contracts issued
       through Ameritas Variable Life Insurance Company  Separate Account V, and
       variable  annuity  contracts  issued  through  Ameritas   Variable   Life
       Insurance Company Separate Account VA-2.

   b)  The following table sets forth certain information regarding the officers
       and directors of the principal underwriter, Ameritas Investment Corp.

       Name and Principal                   Positions and Offices
       Business Address                     with Underwriter
       ----------------                     ----------------
        
       Lawrence J. Arth*                    Director and Chairman of the Board

       Kenneth C. Louis*                    Director, Senior Vice President

       Norman M. Krivosha*                  Secretary and General Counsel

       William R. Giovanni*                 Director, President and Chief 
                                            Executive Officer

       Jon C. Headrick*                     Treasurer

       D T Doan**                           Director and Senior Vice President

       Thomas C. Godlasky**                 Director

       Michael E. Sproule**                 Director

       Kenneth R. Jones*                    Vice President-Corporate Compliance
                                            and Assistant Secretary

       Thomas C. Bittner*                   Vice President-Marketing and 
                                            Administration

       Janell D. Winsor*                    Vice President-Retail Sales Manager

       Alan R. Eveland*                     Vice President-Public Finance

       Robert W. Morrow*                    Vice President

*      Principal business address: Ameritas Investment Corp.,  5900 "O" Street,
       Lincoln, Nebraska  68510.

**     Principal  business  address:  AmerUs Life Insurance Company, 611 Fifth
       Avenue, Des Moines, Iowa  50309


Item 30.   Location of Account and Records

   The Books,  records and other documents  required to be maintained by Section
31(a) of the 1940 Act and Rules  31a-1 to 31a-3  thereunder  are  maintained  at
Ameritas Life Insurance Corp., 5900 "O" Street, Lincoln, Nebraska 68510

                                       4
<PAGE>
Item 31.   Management Services

   Not applicable.

Item 32.   Undertakings

   a)  Registrant  undertakes  to  file  a  post-effective   amendment  to  this
       registration  statement  as  frequently  as  necessary to ensure that the
       audited financial statements in the registration statement are never more
       than 16 months old for so long as  payments  under the  variable  annuity
       contracts may be accepted.

   b)  Registrant undertakes to include either (1) as part of any application to
       purchase a contract offered by the prospectus,  a space that an applicant
       can check to request a Statement of Additional Information, or (2) a post
       card or  similar  written  communication  affixed to or  included  in the
       prospectus  that the  applicant  can remove and send for a  Statement  of
       Additional Information.

   c)  Registrant undertakes to deliver any Statement of Additional  Information
       and any financial  statements  required to be made  available  under this
       form promptly upon written or oral request.

   d)  The  Registrant  is relying  upon the Division of  Investment  Management
       (Division)  no-action  letter of November 28, 1988  concerning  annuities
       sold  in  403(b)  plans  and  represents  that  the  requirements  of the
       no-action letter have been, are and/or will be complied with.

   e)  Ameritas  Life  Insurance Corp.  represents  that  the  fees  and charges
       deducted under the contract, in the aggregate, are reasonable in relation
       to the services  rendered, the expenses expected to be incurred, and  the
       risks assumed by the insurance company.

                                       5
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas Life Insurance Corp. Separate Account LLVA, certifies that it meets all
the requirements for effectiveness of this Post-Effective Amendment No. 2 to the
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned  thereunto duly authorized in the City of Lincoln,
County of Lancaster, State of Nebraska on this 4th day of April, 1997.


                                                   AMERITAS LIFE INSURANCE CORP.
                                               SEPARATE ACCOUNT LLVA, Registrant

                                        AMERITAS LIFE INSURANCE CORP., Depositor



Attest:     Norman M. Krivosha                  By:   Lawrence J. Arth
          --------------------                     -----------------------  
                Secretary                           Chairman of the Board


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the  Directors  and Principal  Officers of Ameritas
Life Insurance Corp. on the dates indicated.

       SIGNATURE                      TITLE                         DATE
       ---------                      -----                         ----

/s/ Lawrence J. Arth       Director, Chairman of the Board      April 4, 1997
   ---------------------     and Chief Executive Officer
    Lawrence J. Arth

/s/ Kenneth C. Louis          Director, President and           April 4, 1997
   ---------------------      Chief Operating Officer
    Kenneth C. Louis

/s/ Norman M. Krivosha        Executive Vice President,         April 4, 1997
   ---------------------      Secretary and Corporate 
    Norman M. Krivosha            General Counsel

/s/ Jon C. Headrick           Executive Vice President-         April 4, 1997 
   ---------------------      Investments and Treasurer
    Jon C. Headrick

/s/ JoAnn M. Martin       Senior Vice President - Controller    April 4, 1997 
   ---------------------      and Chief Financial Officer
    JoAnn M. Martin

/s/ James P. Abel                    Director                   April 4, 1997
   -------------------
    James P. Abel

/s/ Duane W. Acklie                  Director                   April 4, 1997
   -------------------
    Duane W. Acklie

/s/ William W. Cook, Jr.             Director                   April 4, 1997
   ---------------------
    William W. Cook, Jr.
<PAGE>

       SIGNATURE                      TITLE                         DATE
       ---------                      -----                         ----

/s/ Bert A. Getz                     Director                   April 4, 1997
   ---------------------
    Bert A. Getz

/s/ James R. Knapp                   Director                   April 4, 1997
   ---------------------
    James R. Knapp

/s/ Robert F. Krohn                  Director                   April 4, 1997
   ---------------------
    Robert F. Krohn

/s/ Wilfred J. Maddux                Director                   April 4, 1997
   --------------------- 
    Wilfred J. Maddux

/s/ Paul C. Schorr, III              Director                   April 4, 1997
   ---------------------
    Paul C. Schorr, III

/s/ William C. Smith                 Director                   April 4, 1997
   ---------------------   
    William C. Smith

/s/ Neal E. Tyner                    Director                   April 4, 1997
   ---------------------
    Neal E. Tyner

/s/ Winton J. Wade                   Director                   April 4, 1997
   ---------------------    
    Winston J. Wade
<PAGE>
         As filed with the Securities and Exchange Commission on April 24, 1997.
                                                      Registration No. 333-5529 



                      SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                           --------------------------


                                    EXHIBITS

                                       TO

                         POST-EFFECTIVE AMENDMENT NO. 2

                                       TO

                                    FORM N-4


                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVA
<PAGE>
  
                                  Exhibit Index
                                  ------------- 

  Exhibit                                                               Page
  -------                                                               ----

   99.9        Opinion and Consent of Norman M. Krivosha

   99.10a       Independent Auditors' Consent

                                  EXHIBIT 99.9

                    Opinion and Consent of Norman M. Krivosha
<PAGE>
                                              Ameritas Life Insurance Corp. Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

April 23, 1997




Ameritas Life Insurance Corp.
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501

Gentlemen:

With reference to  Post-Effective  Amendment No. 2 to the Registration Statement
on Form N-4, filed by Ameritas Life Insurance  Corp. and Ameritas Life Insurance
Corp. Separate Account LLVA with the  Securities & Exchange Commission  covering
flexible premium annuity policies, I  have examined such documents and such laws
as I considered necessary and appropriate, and on the basis of such examination,
it is my opinion that:

   1.    Ameritas Life Insurance Corp. is  duly organized and validly   existing
         under the laws of the  State of  Nebraska  and has been duly authorized
         by the Insurance  Department of the State of Nebraska to issue variable
         annuity policies.

   2.    Ameritas  Life  Insurance  Corp.  Separate  Account   LLVA   is  a duly
         authorized and existing separate account  established  pursuant to  the
         provisions  of  Sections  44-310.06   (subsequently  repealed)   and/or
         44-402.01 of the Statutes of the State of Nebraska.

   3.    The  flexible premium  variable  annuity   policies,   when  issued  as
         contemplated by said Form N-4 Registration  Statement,  will constitute
         legal,  validly  issued  and  binding   obligations  of  Ameritas  Life
         Insurance Corp.

I  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  said
Post-Effective  Amendment No. 2 to the Registration Statement on Form N-4 and to
the use of my name under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.

Sincerely,


/s/ Norman Krivosha

Norman Krivosha
Executive Vice President
Secretary and Corporate General Counsel

                                  EXHIBIT 99.10(a)

                          Independent Auditors' Consent

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INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation  by reference in this Post Effective  Amendment
No. 2 to  Registration  Statement No.  333-5529 of Ameritas Life Insurance Corp.
Separate  Account LLVA on Form N-4 of our report dated  February 1, 1997, on the
consolidated  financial  statements  of Ameritas  Life  Insurance  Corp.  (which
expresses an unqualified opinion and includes an explanatory  paragraph relating
to a change in method of accounting  for securities  effective  January 1, 1994)
appearing in the  Statement of Additional  Information,  which is a part of such
Registration  Statement,  and to the related  reference  to us under the heading
"Experts."

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Lincoln, Nebraska
April 24, 1997


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