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Exhibit 3 (iii)
November 9, 2000
New England Variable Life Separate Account
New England Life Insurance Company
501 Boylston Street
Boston, MA 02117
Gentlemen:
In my capacity as General Counsel of New England Life Insurance Company
(the "Company"), I am rendering the following opinion in connection with the
filing with the Securities and Exchange Commission of an amendment to the
registration statement on Form S-6 under the Securities Act of 1933. This
Amendment to the Registration Statement is being filed with respect to
individual Flexible Premium Adjustable Variable Life Insurance Policies (the
"Policies") issued by New England Variable Life Separate Account (the
"Account"). It is my professional opinion that:
1. The Account is a separate investment account of the Company and
is validly existing pursuant to the laws of the Commonwealth of
Massachusetts.
2. The Flexible Premium Adjustable Variable Life Insurance Policies,
when issued in accordance with the prospectus contained in the
amendment to the Registration Statement and in compliance with
applicable local law, are and will be legal and binding
obligations of the Company in accordance with their terms; and
3. Assets attributable to reserves and other contract liabilities
and held in the Account will not be chargeable with liabilities
arising out of any other business the Company may conduct.
In forming this opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary and
appropriate.
I hereby consent to the filing of this opinion letter 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 amendment to the Registration
Statement.
Very truly yours,
Anne M. Goggin
General Counsel
