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. 19 to
Registration Statement
No. 2-75413 filed on Form N-4
Ladies and
Gentlemen:
This opinion is
furnished in connection with the filing of Post-Effective Amendment No. 19
to Registration Statement No. 2-75413 on Form N-4 under the Securities Act
of 1933 for Massachusetts Mutual Life Insurance Companys
(MassMutual) flexible premium variable annuity contract (the
Contract). Massachusetts Mutual Variable Annuity Separate
Account 2 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:
|
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.
|
|
2.
|
Massachusetts
Mutual Variable Annuity Separate Account 2 is a separate account validly
established and maintained by MassMutual in accordance with Massachusetts
law.
|
|
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.
|
I hereby consent to
the use of this opinion as an exhibit to this Post-Effective
Amendment.