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[Aetna Logo] Aetna Inc.
[Aetna Letterhead] 151 Farmington Avenue
Hartford, CT 06156-8975
Julie E. Rockmore
Counsel
AFS Law, TS31
(860) 273-4686
December 6, 2000 Fax: (860) 273-0385
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT C
POST-EFFECTIVE AMENDMENT NO. 25 TO REGISTRATION STATEMENT ON FORM N-4
PROSPECTUS TITLE: OPPORTUNITY PLUS - GROUP VARIABLE MULTIPLE OPTION
ANNUITY CONTRACTS
FILE NOS.: 33-75962* AND 811-2513
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity
Company, a Connecticut life insurance company (the "Company"). It is my
understanding that the Company, as depositor, has registered an indefinite
amount of securities (the "Securities") under the Securities Act of 1933 (the
"Securities Act") as provided in Rule 24f-2 under the Investment Company Act
of 1940 (the "Investment Company Act").
In connection with this opinion, I or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement, as amended to
the date hereof, and this Post-Effective Amendment No. 25. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion.
For purposes of such examination, I have assumed the genuineness of all
signatures on original documents and the conformity to the original of all
copies.
I am admitted to practice law in Connecticut, and do not purport to be an
expert on the laws of any other state. My opinion herein as to any other law
is based upon a limited inquiry thereof which I have deemed appropriate under
the circumstances.
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* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in a
prospectus relating to the securities covered by the following earlier
Registration Statement: 33-75978.
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Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the
Securities being registered will be legally issued and will represent binding
obligations of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Counsel
