<PAGE> 1
[SAGE LIFE ASSURANCE OF AMERICA, INC. LETTERHEAD]
August 29, 2000
Board of Directors
Sage Life Assurance of America, Inc.
300 Atlantic Street
Stamford, CT 06901
To the Board of Directors:
In my capacity as Vice President, Legal and Compliance of Sage Life
Assurance of America, Inc. (the "Company"), a Delaware corporation, I have
supervised the preparation of this registration statement for certain flexible
payment deferred combination fixed and variable annuity contracts ("Contracts")
to be filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933.
I am of the following opinion:
1. The Company was organized in accordance with the laws of the State of
Delaware and is a duly authorized stock life insurance company under the laws of
Delaware and the laws of those states in which the Company is admitted to do
business;
2. The Company is authorized to issue Contracts in those states in which
it is admitted and upon compliance with applicable local law;
3. The Contracts, when issued in accordance with the prospectus
contained in the aforesaid registration statement and upon compliance with the
applicable local law, will be legal and binding obligations of the Company in
accordance with their terms.
In arriving at the foregoing opinion, I have made such examination of law
and examined such records and other documents as in my judgment are necessary or
appropriate.
<PAGE> 2
Board of Directors
August 29, 2000
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
aforesaid registration statement and to the reference to me under the caption
"Legal Matters" in the Prospectus contained in said registration statement.
Very truly yours,
/s/ James F. Bronsdon
----------------------------------
James F. Bronsdon
Vice President, Legal and Compliance
