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. American International Life Assurance Company of New York is a valid
and existing stock life insurance company domiciled in the State of New York.
2. Variable Account B is a separate investment account of American
International Life Assurance Company of New York validly existing pursuant to
the New York 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 Pre Effective
Amendment No. 1 to the Registration Statement on Form S-6 (333-45172) for the
Contracts to be issued by American International Life Assurance Company of New
York and its separate account, Variable Account B.
/s/ Kenneth D. Walma
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Kenneth D. Walma
Vice President and General Counsel
Dated: November 10, 2000
