Exhibit (i) under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
September 12, 2000
The Trustees of
Wachovia Variable Insurance Funds
Federated Investors
Pittsburgh Office Research Park
5800 Corporate Drive - Building 2
Pittsburgh, PA 15237-5829
Gentlemen:
The Wachovia Variable Insurance Funds ("Trust") proposes to offer and sell
three separate series of shares of beneficial interest representing interests in
separate portfolios of securities known as Wachovia Equity Fund II, Wachovia
Balanced Fund II and Wachovia Special Value Fund II (all such shares of
beneficial interest being herein referred to as "Shares") in the manner and on
the terms set forth in its Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
As counsel, I have participated in the organization of the Trust, its
registration under the Investment Company Act of 1940 and the preparation and
filing of its Registration Statement under the Securities Act of 1933. I have
examined and am familiar with the provisions of the written Declaration of Trust
dated March 3, 2000, ("Declaration of Trust"), the Bylaws of the Trust and such
other documents and records deemed relevant. I have also reviewed questions of
law and consulted with counsel thereon as deemed necessary or appropriate by me
for the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
1. The Trust is duly organized and validly existing pursuant to the
Declaration of Trust.
The Trustees of
Wachovia Variable Insurance Funds
Page 2
September 12, 2000
2. The Shares which are currently being registered by the Registration
Statement referred to above may be legally and validly issued from time to time
in accordance with the Declaration of Trust upon receipt of consideration
sufficient to comply with the provisions of Article III, Section 3, of the
Declaration of Trust and subject to compliance with the Securities Act of 1933,
as amended, the Investment Company Act of 1940, as amended, and applicable state
laws regulating the sale of securities. Such Shares, when so issued, will be
fully paid and non-assessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement referred to above and to any application or registration statement
filed under the securities laws of any of the States of the United States. This
opinion is limited to the federal laws of the United States and to the laws of
the Commonwealth of Massachusetts.
Very truly yours,
/s/Gail Cagney
Gail Cagney
Corporate Counsel
Federated Services Company
