December 15, 2000
Transamerica Occidental Life
Insurance Company
1150 South Olive Street
Los Angeles, CA 90015
Gentlemen:
With reference to the initial filing of the registration statement on Form S-6
by Transamerica Occidental Life Insurance Company with the Securities and
Exchange Commission covering certain variable life insurance contracts to be
issued through Separate Account VUL-5, I have examined such documents and such
law as I considered necessary and appropriate, and on the basis of such
examinations, it is my opinion that:
1.) Transamerica Occidental Life Insurance Company is duly organized
and validly existing under the laws of the State of California.
2.) The variable life insurance contracts, when issued as contemplated
by the said Form S-6 Registration Statement, will constitute legal,
validly issued and binding obligations of Transamerica Occidental Life
Insurance Company.
I hereby consent to the filing of this opinion as an exhibit to the said initial
Registration Statement on Form S-6. In giving this consent, I am not admitting
that I am in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.
Very truly yours,
David M. Goldstein
Vice President and
Deputy General Counsel
