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Exhibit B(9)
June 12, 2000
Board of Trustees
The Northwestern Mutual Life
Insurance Company
Milwaukee, WI 53202
Gentlemen:
As Vice President and General Counsel of The Northwestern Mutual Life
Insurance Company (the "Company") I have general supervision of the Law
Department of such Company and its legal affairs. In such capacity I have
supervised the corporate proceedings relating to the operation of NML Variable
Annuity Account B (the "Account") pursuant to the provisions of the Wisconsin
Statutes and the issuance and proposed issuance in connection therewith of the
Mason Street Variable Annuity (the "Contract"). I have also participated in the
preparation of the Registration Statement on Form N-4 (the "Registration
Statement") and Pre-Effective Amendment No. 1 thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933
(Registration No. 333-33232) with respect to the Contract. In addition, I have
examined such other documents and such questions of law as, in my judgment, are
necessary or appropriate for purposes of this opinion. Based on the foregoing,
it is my opinion that:
1. The Company is a duly organized and validly existing mutual
life insurance corporation under the laws of the State of
Wisconsin, duly authorized under such laws to issue and sell
life insurance and annuity contracts.
2. The Account is a separate account of the Company duly created
and validly existing pursuant to Wisconsin law.
3. The issuance and sale of the Contract has been duly authorized
by the Company and duly approved by the Commissioner of
Insurance of the State of Wisconsin. When issued and sold in
compliance with applicable local law and in the manner stated
in the Prospectus constituting a part of the Registration
Statement, the Contract will be a valid and legally binding
obligation of the Company in accordance with its terms.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ROBERT J. BERDAN
Robert J. Berdan
