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EXHIBIT 5
KATHLEEN A. MCGAH
Deputy General Counsel
Legal Division - 8 MS
Telephone: (860) 277-7389
Fax: (860) 277-0842
Exhibit 5 and 23(b)
December 11, 2000
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
Gentlemen:
With reference to the Registration Statement on Form S-2 filed by The
Travelers Insurance Company with the Securities and Exchange Commission
covering Modified Guaranteed annuity contracts, I have examined such documents
and such law as I have considered necessary and appropriate, and on the basis
of such examination, it is my opinion that:
1. The Travelers Insurance Company is duly organized and existing
under the laws of the State of Connecticut and has been duly
authorized to do business and to issue Modified Guaranteed annuity
contracts by the Insurance Commission of the State of Connecticut.
2. The modified guaranteed annuity contracts covered by the above
Registration Statement, and all pre- and post-effective amendments
relating thereto, have been approved and authorized by the
Insurance Commissioner of the State of Connecticut and when issued
will be valid, legal and binding obligations of The Travelers
Insurance Company.
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Opinion" in the Prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/Kathleen A. McGah
Deputy General Counsel
The Travelers Insurance Company
