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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. 1 to the Registration Statement (File No. 333-31248) 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
