June 20, 2000
Board of Directors
Kansas City Life Insurance Company
3520 Broadway
Kansas City, Missouri 64111-2565
RE: Stock Bonus Plan for Kansas City Life
Agents and General Agents and Con-
tributory Deferred Compensation Plan
for Kansas City Life General Agents
(the "Plan") Registration Statement on
Form S-3
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Kansas City Life Insurance
Company, a Missouri Corporation ("Kansas City Life"), and have examined the
Registration Statement on Form S-3 (the "Registration Statement") to be filed on
the date hereof, by Kansas City Life with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and the regulations
promulgated thereunder.
The Registration Statement relates to, among other things, the registration
under the Act of 33,477 shares (the "Shares") of common stock, $1.25 par value
per share, of Kansas City Life to be issued in connection with the deferral of
compensation pursuant to the Plan.
In the preparation of this opinion letter, I have examined originals or copies
identified to my satisfaction of (i) the Articles of Incorporation of Kansas
City Life as filed with the State of Missouri; (ii) the Bylaws of Kansas City
Life; (iii) all Resolutions of the Board of Directors, compensation and other
committees of the Board of Directors and shareholders of Kansas City Life
relating to the Plan and the issuance of the Shares being registered under the
Registration Statement; (iv) the Plan; and (v) the Registration Statement,
including the exhibits thereto. I also have examined originals or copies of such
documents, corporate records, certificates of public officials and other
instruments, and have conducted such other investigations of law and fact, as I
have deemed necessary or advisable for purposes of my opinion.
As to the matters of fact, where I have deemed appropriate I have relied upon
representations or certificates of officers of Kansas City Life or public
officials. In my examinations, I have assumed, without investigation, the
genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, the conformity to the originals of all documents
and instruments submitted to us as certified or conformed copies and the
authenticity of the originals of such copies, the correctness of all
certificates, and the accuracy and completeness of all records, documents,
instruments and materials made available to us by Kansas City Life.
My opinion is limited to the matters set forth herein and I express no opinion
other than as expressly set forth herein. In rendering the opinion set forth
below, I do not express any opinion concerning law other than the federal law of
the United States and the corporate law of the State of Missouri. My opinion is
expressed as of the date hereof and is based on laws currently in effect.
Accordingly, the conclusions set forth in this opinion letter are subject to
change in the event that any laws should change or be enacted in the future. I
am under no obligation to update this opinion letter or to otherwise communicate
with you in the event of any such change.
Based upon and subject to the foregoing, it is my opinion that, upon
effectiveness of the Registration Statement, the Shares, when issued and paid
for in accordance with the terms of the Plan and the Registration Statement,
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Registration Statement. In giving such consent, I do not thereby
admit that I am an expert or otherwise within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations of
the Securities and Exchange Commission thereunder.
Yours very truly,
/s/ C. John Malacarne
C. John Malacarne
CJM:sk
