DATE: SEPTEMBER 27, 2000
TO: NORTHBROOK LIFE INSURANCE COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
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 covering the Enhanced
Earnings Death Benefit Rider, Form NLU940, contained 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 September 27,
2000:
1. The Company is duly organized and existing under the laws of the State of
Arizona and has been duly authorized to do business by the Director of
Insurance of the State of Arizona.
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
Vice President, Secretary and
General Counsel
