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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
