October 5, 2000
General American Life Insurance Company
700 Market Street
St. Louis, MO 63101
Dear Sirs:
This opinion is furnished in connection with the offering of group variable
annuity contracts ("Contracts") of General American Life Insurance Company
("General American") under Registration Statement No. 333-83719 filed by General
American and General American Life Insurance Company Separate Account Two
("Account") under the Securities Act of 1933, as amended ("Act").
I have made such examination of the law and examined such corporate records and
such other documents as in my judgment are necessary and appropriate to enable
me to render the following opinion that:
1. General American has been duly organized under the laws of the State
of Missouri and is a validly existing corporation.
2. The Account has been duly formed by the Board of Directors of General
American as a separate account for assets designed to support the Contracts,
pursuant to the provisions of Section 309 of Chapter 376, of the Revised
Statutes of Missouri. The Account is duly created and validly existing as a
separate account pursuant to the above-cited provisions of Missouri law.
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3. The portion of the assets to be held in the Account equal to the reserves and
other liabilities under the Contracts is not chargeable with liabilities arising
out of any other business General American may conduct.
4. The Contracts have been duly authorized by General American and, when issued
as contemplated by the Registration Statement, as amended, will constitute
legal, validly issued, and binding obligations of General American in accordance
with their terms.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.
Very truly yours,
/s/WILLIAM L. HUTTON
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William L. Hutton
Counsel
