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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
to the Registration Statement of the Account which is being filed pursuant to
paragraph (b) of Rule 485 under the Securities Act of 1933. Based on my review
of this 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 this 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 this
Post-Effective Amendment to the Registration Statement of the Account.
/s/ SANDRA M. DADALT
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Sandra M. DaDalt, Esq.
June 23, 2000
