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December 20, 2000
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT SPVL OF FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY (FILE NOS. 333-45914/811-10133)
Gentlemen:
In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement for
the Separate Account SPVL on Form S-6 under the Securities Act of 1933 with
respect to the Company's modified single premium variable life insurance
policies.
I am of the following opinion:
1. The Separate Account SPVL is a Separate Account of the Company validly
existing pursuant to the Delaware Insurance Code and the regulations
issued thereunder.
2. The assets held in the Separate Account SPVL equal to the reserves and
other Policy liabilities of the Policies which are supported by the
Separate Account SPVL are not chargeable with liabilities arising out of
any other business the Company may conduct.
3. The individual modified single premium variable life insurance policies,
when issued in accordance with the Prospectus contained in the
Post-Effective Amendment to the Registration Statement and upon
compliance with applicable local law, will be legal and binding
obligations of the Company in accordance with their terms and when sold
will be legally issued, fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement of the Separate Account
SPVL on Form S-6 filed under the Securities Act of 1933.
Very truly yours,
/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
Assistant Vice President and Counsel
