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Exhibit 5
[ZURICH KEMPER LIFE LETTERHEAD]
June 20, 2000
Kemper Investors Life Insurance Company
1 Kemper Drive
Long Grove, Illinois 60049
Dear Sirs:
This opinion is furnished in connection with the filing of a Registration
Statement on Form N-4, File No. 811-3199 ("Registration Statement") by Kemper
Investors Life Insurance Company ("KILICO") for the KILICO Variable Annuity
Separate Account ("Variable Annuity Separate Account"). The Registration
Statement covers an indefinite number of units of interest in the Variable
Annuity Separate Account. Purchase payments to be received under Individual and
Group Variable and Market Value Adjusted Deferred Annuity Contracts
("Contracts") offered by KILICO may be allocated by KILICO to the Variable
Annuity Separate Account in accordance with the owners' direction with reserves
established by KILICO to support such Contracts.
The Contracts are designed to provide annuity benefits and are to be offered
in the manner described in the Prospectus which is included in the Registration
Statement.
The Contracts will be sold only in jurisdictions authorizing such sales.
I have examined all applicable corporate records of KILICO and such other
documentation and laws as I consider appropriate as a basis of this opinion. On
the basis of such examination, it is my opinion that:
1. KILICO is a corporation duly organized and validly existing under the
laws of the State of Illinois.
2. The Variable Annuity Separate Account is an account established and
maintained by KILICO pursuant to the laws of the State of Illinois, under
which income, gains and losses, whether or not realized, from assets
allocated to the Variable Annuity Separate Account are, in accordance with
the Contracts, credited to or charged against the Variable Annuity Separate
Account without regard to other income, gains or losses of KILICO.
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Kemper Investors Life Insurance Company
June 20, 2000
Page Two
3. Assets allocated to the Variable Annuity Separate Account will be owned
by KILICO. The Contracts provide that the portion of the assets of the
Variable Annuity Separate Account equal to the reserves and other Contract
liabilities with respect to the Variable Annuity Separate Account will not
be chargeable with liabilities arising out of any other business KILICO may
conduct.
4. When issued and sold as described above, the Contracts will be duly
authorized and will constitute validly issued and binding obligations of
KILICO in accordance with their terms.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/ Frank J. Julian
Frank J. Julian
Vice President and
Associate General Counsel
