<PAGE>
December 12, 2000
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT KG OF ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
FILE NOS. 333-46716 AND 811-7767
Gentlemen:
In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in the
preparation of this Pre-Effective Amendment No. 1 for Separate Account KG on
Form N-4 under the Securities Act of 1933 and amendment under the Investment
Company Act of 1940, with respect to the Company's qualified and non-qualified
variable annuity contracts.
I am of the following opinion:
1. Separate Account KG is a separate account of the company validly
existing pursuant to the Delaware Insurance Code and the regulations
issued thereunder.
2. The assets held in Separate Account KG are not chargeable with
liabilities arising out of any other business the Company may conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Pre-Effective Amendment No. 1 and upon
compliance with applicable local law, will be legal and binding
obligations of the Company in accordance with their terms and when sold
will be legally issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Pre-Effective Amendment No. 1 for Separate Account KG on Form N-4 filed under
the Securities Act of 1933 and amendment under the Investment Company Act of
1940.
Very truly yours,
/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
Assistant Vice President and Counsel
