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September 26, 2000
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT KG OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
FILE NO'S: 333-90541 AND 811-7769
Gentlemen:
In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance Company (the "Company"), I have participated in the
preparation of this Pre-Effective Amendment No. 2 to the Registration
Statement 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 Massachusetts 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 many conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Pre-Effective Amendment No. 2 to the
Registration Statement 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. 2 to the Registration Statement 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
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Sheila B. St. Hilaire
Assistant Vice President and Counsel
