NORTHBROOK LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847-402-2400
Facsimile 847-402-4371
Michael J. Velotta
Senior Vice President, Secretary
and General Counsel
November 8, 2000
TO: NORTHBROOK LIFE INSURANCE COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM N-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND
THE INVESTMENT COMPANY ACT OF 1940
FILES NOS. 333-35412 and 811-06116
With reference to the above mentioned Registration Statement on Form
N-4 ("Registration Statement") filed by Northbrook Life Insurance Company ("the
Company"), as depositor, and Northbrook Variable Annuity Account II, as
registrant, with the Securities and Exchange Commission described therein, I
have examined such documents and such law as I have considered necessary and
appropriate, and on the basis of such examination, it is my opinion that as of
November 8, 2000:
1. The Company is duly organized and existing under the laws of the
State of Illinois and has been duly authorized to do business by the
Director of Insurance of the State of Illinois.
2. The securities registered by the Registration Statement when issued
will be valid, legal and binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectuses constituting a part of the Registration Statement.
Sincerely,
/s/Michael J. Velotta
----------------------
Michael J. Velotta
Senior Vice President, Secretary and
General Counsel
