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 30, 2000
TO: ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
FARMINGVILLE, NEW YORK 11738-9075
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. 333-38176, 811-06117
ALLSTATE VARIABLE ANNUITY 3 ASSETMANAGER
With reference to the Registration Statement on Form N-4 filed by Allstate
Life Insurance Company of New York (the "Company"), as depositor, and Allstate
Life of New York Variable Annuity Account II, as registrant, with the Securities
and Exchange Commission covering the Flexible Premium Deferred Variable Annuity
Contracts, marketed as the Allstate 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 30, 2000:
1. The Company is duly organized and existing under the laws of the State of
New York and has been duly authorized to do business by the Director of
Insurance of the State of New York.
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
------------------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
