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Exhibit 99.B9
Law Offices
Greer, Herz & Adams, L.L.P.
a registered limited liability partnership
including professional corporations
One Moody Plaza
Galveston, Texas 77550
Galveston (409) 765-5525
Houston (713) 480-5278
Telecopier (409) 766-6424
July 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judicial Plaza
Washington, D.C. 20549
RE: American National Variable Annuity Separate Account ("Separate
Account") Pre-Effective Amendment No. 2 to Form N-4; File No.
333-30318; Opinion and Consent of Counsel
Gentlemen:
We are counsel to American National Insurance Company ("ANICO"), the
depositor of the Separate Account. As such, we participated in the formation of
the Separate Account and the registration of such separate account with the
Securities and Exchange Commission. Accordingly, we are familiar with the
corporate records, certificates, and consents of officers of ANICO as we have
deemed necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, and our consideration of such other matters of
fact and questions of law as we have deemed necessary and proper in the
circumstances, we are of the opinion that:
1. ANICO is a duly organized and existing corporation under the laws of
the State of Texas and that its principal business is to be an insurer.
2. The Separate Account is a duly organized and existing separate account
of ANICO under the laws of the State of Texas and is registered as a unit
investment trust under the Investment Company Act of 1940.
3. The Variable Annuity Contracts registered by this Registration
Statement under the Securities Act of 1933 and the Investment Company Act of
1940 (File No. 333-30318) will, upon issuance thereof, be validly authorized and
issued.
We hereby consent to the use of our opinion of counsel in the Pre-Effective
Amendment No. 2 to Form N-4 Registration Statement (File No. 333-30318) filed on
behalf of the Separate Account. We further consent to the statements made
regarding us and to the use of our name under the caption "Legal Matters" in the
prospectuses constituting a part of such Pre-Effective Amendment No. 1 to such
Registration Statement.
Yours very truly,
GREER, HERZ & ADAMS, L.L.P.
/s/ JERRY L. ADAMS
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Jerry L. Adams
