<PAGE>
Exhibit 3(a)
September 14, 2000
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
Gentlemen:
With reference to Pre-Effective Amendment No. 1 to Registration Statement 333-
40820 on Form S-6, filed by GE Life and Annuity Assurance Company and GE Life &
Annuity Separate Account II with the Securities and Exchange Commission covering
single premium variable life insurance policies, I have examined such documents
and such law as I considered necessary and appropriate, and on the basis of such
examination, it is my opinion that:
1. GE Life and Annuity Assurance Company duly organized and validly existing
under the laws of the Commonwealth of Virginia and has been duly authorized
to issue individual single premium variable life insurance policies by the
Bureau of Insurance of the State Corporation Commission of the State of
Virginia.
2. GE Life & Annuity Separate Account II is a duly authorized and existing
separate account established pursuant to the provisions of the Code of
Virignia.
3. The single premium variable life insurance policies, when issued as
contemplated by said Form S-6 Registration Statement, will constitute legal,
validly issued and binding obligations of GE Life and Annuity Assurance
Company.
I hereby consent to the use of this letter, or copy thereof, as an exhibit to
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File
Number 333-40820) and the reference to me under the caption "Legal Matters" in
said Pre-Effective Amendment.
Sincerely,
Donita King
Senior Vice President, General Counsel & Secretary
Law Department
