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Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
Re: Registration Statement on Form N-4
Commissioners:
I have acted as counsel to Sun Life Assurance Company of Canada (U.S.)
(the "Company") in connection with the above-captioned registration
statement (the "Registration Statement") with respect to the registration of
certain annuity contracts (the "Contracts") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. In giving this
opinion, I have examined the Registration Statement and have examined such
other documents and perceived such questions of Delaware law as I considered
necessary and appropriate. Based on such examination and review it is my
opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Delaware.
2. The Contracts when issued in the manner described in the
Registration Statement will be validly issued and will represent binding
obligations of the Company and the Account under Delaware law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SANDRA M. DaDALT, Esq.
Sandra M. DaDalt
July 13, 2000
