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Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690
212 578-2211
Myra Saul Exhibit 9
Assistant General Counsel
Legal Department
Tel 212 578-5334 Fax 212 578-3916
December 8, 2000
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Dear Sirs:
This option is furnished in connection with the proposed offering of certain
variable annuity contracts ("Contracts") issued by Metropolitan Life Insurance
Company ("Metropolitan") under Registration Statement No. 333-43970/811-4001, as
amended ("Registration Statement") and described therein, filed by Metropolitan
Life Separate Account E ("Account") under the Securities Act of 1933, as
amended.
I have made such examination of law and examined such records of Metropolitan
(including the Account) and other documents as in my judgment are necessary or
appropriate to render the opinion expressed below. In my opinion:
1. Metropolitan is a corporation duly organized and validly existing under
the laws of the State of New York.
2. The Account is a separate account duly established pursuant to
Section 4240 of the New York Insurance Law, and the income, gains and losses,
whether or not realized from assets allocated to the Account, in accordance with
the Contracts, must be credited to or charged against the Account without regard
to other income, gains or losses of Metropolitan.
3. The offer and sale by Metropolitan of the Contracts have been duly
authorized and each Contract, when delivered and when the first purchase payment
thereunder is made, all in accordance with the prospectus ("Prospectus")
included in the Registration Statement and in compliance with the applicable
local law, will be a legal and binding obligation of Metropolitan in accordance
with its terms. Owners of Contracts, as such, will not be subject to any
deductions and charges by Metropolitan other than those described or referred to
in the Prospectus.
I hereby consent to the use of this opinion as Exhibit 9 to the Registration
Statement.
Very truly yours,
/s/ MYRA SAUL
Myra Saul
Assistant General Counsel
