OPINION AND CONSENT OF COUNSEL
Ladies and Gentlemen:
I have made such examination of the law and have examined such Company
records and documents as in my judgment are necessary or appropriate to enable
me to render the opinion:
1. AIG Life Insurance Company is a valid and existing stock life insurance
company domiciled in the State of Delaware.
2. Variable Account II is a separate investment account AIG Life Insurance
Company validly existing pursuant to the Delaware Insurance Laws and the
Regulations thereunder.
3. All of the prescribed corporate procedures for the issuance of the
Flexible Premium Variable Universal Life Policies (the "Policy") have been
followed, and when such Contracts are issued in accordance with the Prospectuses
contained in the Registration Statement, all state requirements relating to such
Contracts will have been complied with.
4. Upon the acceptance of premiums made by Contract Owners pursuant to a
Contract issued in accordance with the Prospectuses contained in the
Registration Statement and upon compliance with applicable law, such Contract
Owner will have a legally-issued, fully-paid, nonassessable interest in such
Contract.
This opinion, or a copy thereof, may be used as an exhibit to or in connection
with the filing with the Securities and Exchange Commission of the Post
Effective Amendment No. 3 to the Registration Statement on Form S-6 (333-71753)
for the Contracts to be issued by AIG Life Insurance Company and its separate
account, Variable Account II.
/s/Kenneth D. Walma
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Kenneth D. Walma
Vice President and General Counsel
Dated: December 29, 2000
