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EXHIBIT 2
[Letterhead]
May 30, 2000
First Penn-Pacific Life Insurance Company
10 N. Martingale Road
Schaumburg, Illinois 60173
RE: FIRST PENN-PACIFIC LIFE INSURANCE COMPANY
FIRST PENN-PACIFIC VARIABLE LIFE INSURANCE SEPARATE ACCOUNT
REGISTRATION STATEMENT ON FORM S-6 (FILE NO. 333-31116)
Dear Sirs:
This opinion is furnished in connection with the filing of a Registration
Statement on Form S-6 ("Registration Statement") by First Penn-Pacific Variable
Life Insurance Separate Account ("Separate Account"). The Registration Statement
covers an indefinite amount of interests under the variable portion of Flexible
Premium Variable Life Insurance Policies ("Policies") offered by First
Penn-Pacific Life Insurance Company ("First Penn-Pacific"). Premiums paid under
the Policies may be allocated by First Penn-Pacific to the Separate Account in
accordance with the owners' direction with reserves established by First
Penn-Pacific to support such Policies.
The Policies are designed to provide life insurance protection and, when
issued with certain riders, long-term care benefits, and are to be offered in a
manner described in the Prospectus, which is included in the Registration
Statement.
The Policies will be sold only in jurisdictions authorizing such sales.
I have examined all such corporate records of First Penn-Pacific and such
other documents and laws as I consider appropriate as a basis for this opinion.
On the basis of such examination, it is my opinion that:
1. First Penn-Pacific is a corporation duly organized and validly existing
under the laws of the State of Indiana.
2. The Separate Account is an account established and maintained by First
Penn-Pacific pursuant to the laws of the State of Indiana, under which
income, gains and losses, whether or not realized, from assets allocated to
the Separate Account, are, in accordance with the Policies, credited to or
charged against the Separate Account without regard to other income, gains
or losses of First Penn-Pacific.
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3. Assets allocated to the Separate Account will be owned by First
Penn-Pacific. The Policies provide that the portion of the assets of the
Separate Account equal to the reserves and other Policy liabilities with
respect to the Separate Account will not be chargeable with liabilities
arising out of any other business First Penn-Pacific may conduct.
4. When issued and sold as described above, the Policies will be duly
authorized and will constitute validly issued and binding obligations of
First Penn-Pacific in accordance with their terms.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Marcia L. DuMond
Marcia L. DuMond
Vice President and General Counsel
