<PAGE> 1
Exhibit 2A
The Manufacturers Life Insurance Company (U.S.A.)
200 Bloor Street East
Toronto, Ontario, Canada M4W 1E5
November 9, 2000
To whom it may concern,
This opinion is written in reference to the flexible premium variable universal
life insurance policy (the "Policy") that will be offered and sold by The
Manufacturers Life Insurance Company (U.S.A.) (the "Company") with respect to
the variable portion for which a Registration Statement on Form S-6 (File No.
333-41814) (the "Registration Statement") is being filed under the Securities
Act of 1933, as amended (the "Act").
As Counsel to the Company, I have examined such records and documents and
reviewed such questions of law as I deemed necessary for purposes of this
opinion.
1. The Company has been duly incorporated under the laws of the state of
Michigan and is a validly existing corporation.
2. Separate Account A of The Manufacturers Life Insurance Company (U.S.A.) (the
"Variable Life Account") is a separate account of the Company and is duly
created and validly existing pursuant to The Insurance Code of 1956.
3. The portion of the assets to be held in the Variable Life Account equal to
the reserves and other liabilities under the Policy is not chargeable with
liabilities arising out of any other business the Company may conduct.
4. The Policy, when issued in accordance with the prospectus contained in the
effective Registration Statement and upon compliance with applicable local law,
will be legal and binding obligations of the Company.
I consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement on Form S-6.
Very truly yours,
/s/ James D. Gallagher
James D. Gallagher
Secretary and General Counsel
