As Filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-41031
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUST
REGISTERED ON FORM N-8B-2
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Life Of Virginia Separate Account II
(Exact name of trust)
The Life Insurance Company Of Virginia
(Name of depositor)
6610 West Broad Street
Richmond, Virginia 23230
(Complete address of depositor's principal executive offices)
Name and complete address of agent for service: Copy to:
Linda L. Lanam, Esq. Stephen E. Roth, Esq.
The Life Insurance Company of Virginia Sutherland, Asbill & Brennan, LLP
6610 West Broad Street 1275 Pennsylvania Ave..e, N.W.
Richmond, Virginia 23230 Washington, DC 20004-2415
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
Title of Securities Being Registered:
Interests in a Separate Account Under Flexible Premium Variable Life Insurance
Policies
The Registrant hereby amends this Registration Statement on such dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The sole purpose of this amendment is to substitute Ernst & Young LLP's consent
filed in this Post-Effective Amendment No. 1 for Ernst & Young LLP's consent
filed as Exhibit No. 3(d) in Pre-Effective Amendment No. 3. All other
information, including exhibits, in Pre-Effective Amendment No. 3 is
incorporated herein by reference.
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EXHIBIT LIST
Exhibit 3(d) Consent of Independent Auditors Ernst & Young LLP
Exhibit 3(b)
Sutherland, Asbill & Brennan LLP
ATLANTA O AUSTIN O NEW YORK O TALLAHASSEE O WASHINGTON
1275 Pennsylvania Avenue, N.W. TEL: (202) 383-0100
Washington, D.C. 20004-2415 FAX: (202) 637-3593
Stephen E. Roth
Direct Line: (202) 383-0158
Internet: [email protected]
May 27, 1998
The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230
Re: Life of Virginia Separate Account II
Gentlemen:
We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Information filed as part of
the Post-Effective Amendment No. 1 to the Registration Statement on Form S-6
filed by Life of Virginia Separate Account II for certain variable life
insurance policies (File No. 333-41031). In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN LLP
By: /s/ Stephen E. Roth
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Stephen E. Roth
Exhibit 3(D)
CONSENT OF ERNST & YOUNG LLP
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" and
"Change in Auditors" and to the use of our reports dated February 8, 1996, with
respect to the consolidated financial statements and the related financial
statement schedules of The Life Insurance Company of Virginia and subsidiaries
and Life of Virginia Separate Account II, in the Post-Effective Amendment No.1
to the Registration Statement (Form S-6 No. 333-41031) and related Prospectus of
Life of Virginia Separate Account II for the registration of an indefinite
amount of securities.
ERNST & YOUNG LLP
Richmond, Virginia
May 26, 1998
