Exhibit
5
OPINION RE
LEGALITY
March,
2000
C.M. Life Insurance
Company
140 Garden
Street
Hartford,
CT
RE: C.M. Life Fixed
Account with Interest Rate Factor Adjustment;
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Commission File No.
333-2347
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Ladies and
Gentlemen:
This opinion is furnished in connection with
the filing of Post-Effective Amendment No. 6 to the Registration Statement
on Form S-2 (the “Registration Statement”) under the Securities
Act of 1933 for the Fixed Account with interest rate factor adjustment (the
“Fixed Account”) offered in connection with the Panorama Plus
variable annuity contract, issued by C.M. Life.
The Fixed Account offers investors a guarantee
that amounts allocated to the Fixed Account will be credited with an
interest rate of at least 3% per year. If, however, amounts are withdrawn
from the Fixed Account other than during the window period, such withdrawal
will be subject to an interest rate factor adjustment.
As Vice President for C.M. Life Insurance
Company, (“CM Life”), I provide legal advice to CM Life in
connection with the operation of its variable products. In such role I have
participated in the preparation of Post-Effective Amendment No. 6 to the
Registration Statement for the Fixed Account. In so acting, I have made such
examination of the law and examined such records and documents as in my
judgment are necessary or appropriate to enable me to render the opinion
expressed below. I am of the following opinion:
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1. CM Life is a valid and
subsisting corporation, organized and operated under Connecticut law, and
subject to regulation by the Connecticut Commissioner of
Insurance.
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2. The securities being
registered, when sold will be legally issued, fully paid and
non-assessable.
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I hereby consent to the use of this opinion as
an exhibit to the Post-Effective Amendment.
