<PAGE>
EXHIBIT 3.
OPINION OF COUNSEL AS TO THE LEGALITY OF THE SECURITIES BEING REGISTERED
<PAGE>
PFL LIFE INSURANCE COMPANY LETTERHEAD
December 18, 2000
Board of Directors
PFL Life Insurance Company
Legacy Builder Variable Life Separate Account
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499
Gentlemen:
In my capacity as Vice President and Division General Counsel of PFL Life
Insurance Company ("PFL"), I have participated in the preparation and review of
the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6
(File Nos. 811-9115; 333-47644) filed with the Securities and Exchange
Commission under the Securities Act of 1933 for the registration of a flexible
premium variable life insurance policies (the "Policy") to be issued with
respect to the Legacy Builder Variable Life Separate Account (the "Account").
The Account was established on November 20, 1998 by the Board of Directors of
PFL as a separate account for assets applicable to the Policies, pursuant to the
provisions of Section 490.821 of the Iowa Business Corporation Act.
I am of the following opinion:
1. PFL has been duly organized under the laws of Iowa and is a validly existing
corporation.
2. The Account has been duly created and is validly existing as a separate
account pursuant to the aforesaid provision of Iowa law.
3. Section 490.821 of the Iowa Business Corporation Act provides that the
portion of the assets of the Account equal to the reserves and other
liabilities for variable benefits under the Policies is not chargeable with
liabilities arising out of any other business PFL may conduct. Assets
allocated to the fixed account under the Policies, however, are part of
PFL's general account and are subject to PFL's general liabilities from
business operations.
4. The Policies, when issued as contemplated by the Registration Statement,
will be legal and binding obligations of PFL in accordance with their terms.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Frank A. Camp
-----------------------------
Frank A. Camp
Vice President and Division
General Counsel
