Exhibit 2
July 12, 2000
Lincoln Benefit Life Company
Lincoln Benefit Life Centre
Lincoln, Nebraska 68501-0469
Re: Lincoln Benefit Life Company
Registration Statement on Form S-6 (File No. 333-______)
Dear Sirs:
This opinion is furnished in connection with the filing of a Registration
Statement on Form S-6 ("Registration Statement") by Lincoln Benefit Life
Variable Life Account ("Separate Account"). The Registration Statement covers an
indefinite amount of interests under the variable portion of Individual Variable
Universal Life Insurance Policies ("Policies") offered by Lincoln Benefit Life
Company ("Lincoln Benefit"). Premiums paid under variable universal life
insurance policies offered by Lincoln Benefit may be allocated by Lincoln
Benefit to the Separate Account in accordance with the owners' direction with
reserves established by Lincoln Benefit to support such Policies.
The Policies are designed to provide life insurance protection and are to
be offered in a manner described in the Prospectus which is included in the
Registration Statement.
The Policies will be sold only in jurisdictions authorizing such sales.
I have examined all such corporate records of Lincoln Benefit and such
other documents and laws as I consider appropriate as a basis for this opinion.
On the basis of such examination, it is my opinion that:
1. Lincoln Benefit is a corporation duly organized and validly existing under
the laws of the State of Nebraska.
2. The Separate Account is an account established and maintained by Lincoln
Benefit pursuant to the laws of the State of Nebraska, under which income,
gains and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Policies, credited to or
charged against the Separate Account without regard to other income, gains
or losses or Lincoln Benefit.
3. Assets allocated to the Separate Account will be owned by Lincoln Benefit.
The Policies provide that the portion of the assets of the Separate Account
equal to the reserves and other Policy liabilities with respect to the
Separate Account will not be chargeable with liabilities with respect to
the Separate Account will not be chargeable with liabilities arising out of
any other business Lincoln Benefit may conduct.
4. When issued and sold as described above, the Policies will be duly
authorized and will constitute validly issued and binding obligations of
Lincoln Benefit in accordance with their terms.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Yours truly,
/s/ Carol S. Watson
Carol S. Watson
Senior Vice President and
General Counsel
