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Exhibit 10(b)
REPRESENTATION OF COUNSEL
I, Sandra M. DaDalt, in my capacity as counsel to Sun Life of Canada (U.S.)
Variable Account F (the "Account") have reviewed this Post-Effective Amendment
No. 17 to the Registration Statement (File No. 33-41628) of the Account (the
"Post-Effective Amendment") which is being filed pursuant to paragraph (b) of
Rule 485 under the Securities Act of 1933. Based on my review of the
Post-Effective Amendment and such other material relating to the operations of
the Account as I deemed relevant, I hereby certify as of the date of filing the
Post-Effective Amendment, that the Post-Effective Amendment does not contain
disclosure which would render it ineligible to become effective pursuant to
paragraph (b) of Rule 485.
I hereby consent to the filing of this representation as part of the
Post-Effective Amendment.
/s/ SANDRA M. DADALT
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Sandra M. DaDalt, Esq.
August 31, 2000
