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EXHIBIT 5
[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 Amendment No. 2 to the 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.
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Board of Directors
August 29, 2000
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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
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James F. Bronsdon
Vice President, Legal and Compliance
