Exhibit
9
OPINION OF AND
CONSENT OF COUNSEL
April,
2000
Massachusetts Mutual
Life Insurance Company
1295 State
Street
Springfield, MA
01111
Re: Post-Effective Amendment No. 5 to
Registration Statement
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No. 333-01363
(formerly 2-73050) filed on Form N-4
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Ladies and
Gentlemen:
This opinion is
furnished in connection with the filing of Post-Effective Amendment No. 5 to
Registration Statement No. 333-01363 (formerly 2-73050) on Form N-4 under
the Securities Act of 1933 for Massachusetts Mutual Life Insurance
Company’s (“MassMutual”) immediate and deferred variable
annuity contracts (the “Contract”). Panorama Separate Account
issues the Contract.
As an attorney for
MassMutual, I provide legal advice to MassMutual in connection with the
operation of its variable products. In such role I am familiar with the
Post-Effective Amendment for the Contract. 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 the laws of the Commonwealth of Massachusetts and is
subject to regulation by the Massachusetts Commissioner of
Insurance.
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2.
Panorama Separate Account is a separate account validly maintained
by MassMutual in accordance with Massachusetts law.
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3. All
of the prescribed corporate procedures for the issuance of the Contract
have been followed, and all applicable state laws have been complied
with.
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I hereby consent to
the use of this opinion as an exhibit to this Post-Effective
Amendment.
