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EXHIBIT 2
[LETTERHEAD OF PACIFIC LIFE]
May 31, 2000
Pacific Life Insurance Company
700 Newport Center Drive
Post Office Box 9000
Newport Beach, California 92660
Dear Sirs:
In my capacity as Senior Vice President and General Counsel of Pacific Life
Insurance Company ("Pacific Life") I, or attorneys employed by Pacific Life
under my general supervision, have supervised the establishment of Pacific
Select Exec Separate Account of Pacific Life Insurance Company which has been
authorized by resolutions of the Board of Directors of Pacific Life adopted
November 20, 1986 and November 22, 1989 and Memoranda dated May 12, 1988 and
January 26, 1993 concerning Pacific Select Exec Separate Account as the separate
account for assets applicable to Pacific Select Estate Preserver and Pacific
Select Estate Preserver III Last Survivor Flexible Premium Variable Universal
Life Insurance Policies ("Policies"), pursuant to the provisions of Section
10506 of the Insurance Code of the State of California. Moreover, I have been
associated with the preparation of the Registration Statement on Form S-6
("Registration Statement") (File No. 333-01713) and Post-Effective Amendment No.
8 to the Registration Statement filed by Pacific Life and Pacific Select Exec
Separate Account (File No. 811-5563) with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, for the registration
of interests in the Pacific Select Exec Separate Account funding the Policies.
I have made such examination of the law and examined such corporate records and
such other documents as in my judgment are necessary and appropriate to enable
me to render the following opinion that:
1. Pacific Life has been duly organized under the laws of the State of
California and is a validly existing corporation.
2. Pacific Select Exec Separate Account is duly created and validly
existing as a separate account, pursuant to the aforesaid provisions of
California law.
3. The portion of the assets to be held in Pacific Select Exec Separate
Account equal to the reserves and other liabilities under the Policies
is not chargeable with liabilities arising out of any other business
Pacific Life may conduct, pursuant to the aforesaid provision of
California law.
4. The Policies have been duly authorized by Pacific Life and, when issued
as contemplated by the Registration Statement, will constitute legal,
validly issued and binding obligations of Pacific Life, except as
limited by bankruptcy and insolvency laws affecting the right of
creditors generally.
I here by consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DAVID R. CARMICHAEL
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David R. Carmichael
Senior Vice President and General Counsel
DRC/kjh
