Exhibit
5
Opinion Re
Legality
March,
2000
Massachusetts Mutual
Life Insurance Company
1295 State
Street
Springfield, MA
01111
RE:
Massachusetts Mutual Fixed Account with Market Value
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Adjustment;
Commission File No. 33-84802
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Ladies and
Gentlemen:
This opinion is furnished in connection with
the filing of Post-Effective Amendment No. 6 to the Registration Statement
on Form S-2 (the “Registration Statement”) under the Securities
Act of 1933 for Massachusetts Mutual Fixed Account with Market Value
Adjustment (the “Fixed Account”) offered in connection with the
LifeTrust variable annuity contract, issued by Massachusetts Mutual Life
Insurance Company (“MassMutual”).
The Fixed Account offers investors the choice
among various guarantee periods to which account value may be allocated. If
such amounts remain in the Fixed Account for the chosen guarantee period,
then a guaranteed rate of interest will be paid. If, however, amounts are
withdrawn prior to the expiration of the selected guarantee period, such
withdrawal will be subject to a market value adjustment.
As Counsel for MassMutual, I provide legal
advice to MassMutual in connection with the operation of its variable
products. In such role I have participated in the preparation of
Post-Effective Amendment No. 6 to the Registration Statement for the Fixed
Account.
In so acting, I have made such examination of
the law and examined such records and documents as in my judgment are
necessary or appropriate to enable me to render the opinion expressed below.
I am of the following opinion:
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1. MassMutual is a
valid and subsisting corporation, organized and operated under
Massachusetts law, and subject to regulation by the Massachusetts
Commissioner of Insurance.
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2. The securities being
registered, when sold will be legally issued, fully paid and
non-assessable.
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I hereby consent to the use of this opinion as
an exhibit to the Post-Effective Amendment.
