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Exhibit 2
NATIONWIDE LIFE INSURANCE COMPANY
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I, Glenn W. Soden, Assistant Secretary of NATIONWIDE LIFE INSURANCE
COMPANY, hereby certify that the following is a true and correct copy of a
resolution adopted by the BOARD OF DIRECTORS of NATIONWIDE LIFE INSURANCE
COMPANY, at a meeting duly convened and held on the 21st day of May, 1998, at
which a quorum was present and acting throughout:
RESOLVED, that the Company, pursuant to the provisions of Ohio Revised Code
Section 3907.15, hereby establishes a separate account, designated Nationwide
VLI Separate Account-5 (hereinafter the Variable Account) for the following use
and purposes, and subject to such conditions as hereafter set forth:
RESOLVED FURTHER, that the Variable Account shall be established for the purpose
of providing for the issuance of variable life insurance policies (hereinafter
the Policies), which Policies provide that part or all of the life insurance
benefits and cash value will reflect the investment experience of one or more
designated underlying securities; and
RESOLVED FURTHER, that the fundamental investment policy of the Variable Account
shall be to invest or reinvest the assets of the Variable Account in securities
issued by investment companies registered under the Investment Company Act of
1940, as may be specified in the respective Policies; and
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby
are, authorized and directed to take all action they deem necessary and
appropriate to: (a) register the Variable Account as a unit investment trust
under the Investment Company Act of 1940, as amended; (b) register the Policies
in such amounts as the officers of the Company shall from time to time deem
appropriate under the Securities Act of 1933 and to prepare and file amendments
to such registration as they may deem necessary or desirable; and (c) take all
other action necessary to comply with: the Investment Company Act of 1940,
including the filing of applications for such exemptions from the Investment
Company Act of 1940 as the officers of the Company shall deem necessary or
desirable; the Securities Exchange Act of 1934; the Securities Act of 1933; and
all other applicable state and federal laws in connection with offering said
Policies for sale and the operation of the Variable Account; and
RESOLVED FURTHER, that the proper officers of the Company, as appointed by a
duly executed Power of Attorney, each of them with full power to act without the
others, hereby are severally authorized and empowered to execute and cause to be
filed with the Securities and Exchange Commission on behalf of the Variable
Account and by the Company as sponsor and depositor any required Registration
Statement and Notice thereof registering the Variable Account as an investment
company under the Investment Company Act of 1940; and one or more Registration
Statements under the Securities Act of 1933, registering the Policies and any
and all amendments to the foregoing on behalf of and as attorneys for the
Variable Account and the Company and on behalf of and as attorneys for the
principal executive officer and/or the principal financial officer and/or the
principal accounting officer and/or any other officer of the Variable Account
and the Company; and
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RESOLVED FURTHER, that the proper officers of the Company be, and they hereby
are, authorized on behalf of the Variable Account and on behalf of the Company
to take any and all action which they may deem necessary or advisable in order
to sell the Policies and, if necessary, to register or qualify Policies for
offer and sale under the insurance and securities laws of any of the states of
the United States of America and in connection therewith to execute, deliver and
file all such applications, reports, covenants, resolutions and other papers and
instruments as may be required under such laws, and to take any and all further
action which said officers or counsel of the Company may deem necessary or
desirable in order to maintain such registration or qualification for as long as
said officers or counsel deem it to be in the best interests of the Variable
Account and the Company; and
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby
are, authorized in the names and on behalf of the Variable Account and the
Company to execute and file irrevocable written consents on the part of the
Variable Account and of the Company to be used in such states wherein such
consents to service of process may be requisite under the insurance or
securities laws thereof in connection with said registration or qualification of
Policies and appoint the appropriate state official, or such other persons as
may be allowed by said insurance or securities laws, agent of the Variable
Account and of the Company for the purpose of receiving and accepting process;
and
RESOLVED FURTHER, that the appropriate officers of the Company be, and they
hereby are, authorized to establish procedures under which the Company will
provide sales and administrative functions with respect to the Policies issued
in connection therewith, including, but not limited to procedures for providing
any voting rights required by the federal securities laws for owners of such
Policies with respect to securities owned by the Variable Account, adding
additional underlying investment series to the Variable Account, and permitting
conversion or exchange of Policies values or benefits among the various series.
I further certify that the foregoing resolution has not been amended,
altered, or repealed and is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
corporate seal of NATIONWIDE LIFE INSURANCE COMPANY to be hereunto affixed this
15th day of September, 2000.
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Glenn W. Soden
Assistant Secretary
(seal)
