OPINION AND CONSENT OF COUNSEL
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 expressed below:
1. AIG Life Insurance Company is a valid and existing stock life
insurance company domiciled in the State of Delaware.
2. Variable Account I is a separate investment account of 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
Individual and Group Single and Flexible Premium Deferred Variable
Annuity Contracts (the "Contracts") 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
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
No. 333-31972) for the Contracts to be issued by AIG Life Insurance Company and
its separate account, Variable Account I.
/s/ Kenneth D. Walma
-----------------------------
Kenneth D. Walma
Vice President and General Counsel
Dated: May 31, 2000
