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Exhibit 5
December 12, 2000
Fortis Benefits Insurance Company
P.O. Box 64271
St. Paul, MN 55164
Dear Sirs:
This opinion is furnished in connection with the filing of a registration
statement on Form S-2 (the "Registration Statement") by Fortis Benefits
Insurance Company ("Fortis Benefits") for general account interests pursuant to
flexible premium deferred annuity contracts ("Contracts"). The Registration
statement covers a proposed maximum aggregate offering price of $400,000.
Purchase payments to be received under the Contracts and allocated to the
general account will be held by Fortis Benefits in a non-unitized separate
account with reserves established by Fortis Benefits to support such Contracts.
The Contracts are designed to provide annuity benefits and are to be offered in
the manner described in the Prospectus which is included in the Registration
Statement.
The Contracts will be sold only in jurisdictions authorizing such sales.
I have examined all such corporate records of Fortis Benefits and such other
documents and laws as I consider appropriate as a basis for this opinion. On the
basis of such examination, it is my opinion that:
1. Fortis Benefits is a corporation duly organized and validly existing
under the laws of the State of Minnesota.
2. The non-unitized separate account is established and maintained by
Fortis Benefits pursuant to the laws of the State of Minnesota.
3. When issued and sold as described above, the general account interests
will be duly authorized and will constitute legal, validly and binding
obligations of Fortis Benefits in accordance with the terms of the
Contracts.
I hereby consent to the use of this opinion as an exhibit to the Registration
statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.
Very truly yours,
/s/ David A. Peterson
David A. Peterson
Vice President & Assistant General Counsel
