ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, Suite J5B
Northbrook, Illinois 60062
Direct Dial Number 847-402-2400
Facsimile 847-402-4371
Michael J. Velotta
Vice President, Secretary
and General Counsel
August 23, 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
FILE NOS. 333-38682, 811-06116
MORGAN STANLEY DEAN WITTER VARIABLE ANNUITY 3 ASSETMANAGER
With reference to the Registration Statement on Form N-4 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 Flexible Premium Deferred Variable Annuity Contracts,
marketed as the Morgan Stanley Dean Witter Variable Annuity 3 AssetManager, 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
August 23, 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 above 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 above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Sincerely,
/s/ MICHAEL J. VELOTTA
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Michael J. Velotta
Vice President, Secretary and
General Counsel
