U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
1.) Name and address of issuer:
Transamerica Occidental Life Insurance Company
1150 South Olive Street
Los Angeles, CA 90015
2.) Name of each series or class of funds for which this notice is filed:
Separate Account VA-5 of Transamerica Occidental Life Insurance Company
3.) Investment Company Act File Number: 811-8158
Securities Act File Number: 33-71746
4a.) Last day of fiscal year for which this notice
is filed: 12/31/97
4b.) Check box if this Form is being filed late
(more than 90 calendar days after the end
of the issuer's fiscal year) [ ]
4c.) Check box if this is the last time the issuer will be
filing this Form [ ]
5.) Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to Section 24(f): $42,174,393.50
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $137,253,720.85
(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11, 1995
that were not previously used to
reduce registration fees payable to the Commission: $_______
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(iv) Total available redemption credits (add Items 5(ii)
and 5(iii): $___________
(v) Net sales - if Item 5(i) is greater than Item 5(iv),
subtract Item 5(iv) from Item 5(i): $(95,079,327.35)
(vi) Redemption credits available for use in future years -- if
Item 5(i) is less than Item 5(iv), subtract Item 5(iv)
from Item 5(i): $___________
(vii) Muiltiplier for detrmining registration fee: .000295
(viii) Registration fee due (multiply Item 5(v) by
Item 5(vii) - (enter "0" if no fee is due): $0
6.) Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before (effective date of rescision
of rule 24e-2), then report the amount of securities (number of shares
or other units) deducted here: ___________. If there is a number of
shares or other units that were registered pursuant to Rule 24e-2
remaining unsold at eh end of the fiscal year for which this form is
filed that are available for use by the issuer in future fiscal years,
then state that number here: ________________.
7.) Interest due -- if this Form is being filed more than 90 days
after the end of the issuer's fiscal year $_________
8.) Total of the amount of the registration fee due plus any
interest due (line 5(viii) plus line 7): $0
9.) Date the registration fee and any interest payment was sent
to the Commission's lockbox depository: __________
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By: ___________________________________________________
David M. Goldstein
Vice President and
Deputy General Counsel
SEPARATE ACCOUNT VA-5 OF TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
By: ___________________________________________________
David M. Goldstein
Vice President and
Deputy General Counsel
DATE: February 20, 1998
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February 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Commissioners:
I refer to the Form 24f-2 dated February 20, 1998 with respect to the
Registration Statements on Form N-4 relating to variable annuity policies funded
by Separate Account VA-5 of Transamerica Occidental Life Insurance Company (the
"Account"). The initial Registration Statement registered an indefinite number
of securities of the Account pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended. The Form 24f-2 makes definite the amount of securities
of the Account which were so registered under the Registration Statements.
I have examined and relied upon copies of the Registration Statements and all
amendments thereto, as well as the Form 24f-2, and I have examined and relied
upon originals, or copies certified to my satisfaction, of such corporate
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to enable me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that the individual variable annuity
policies funded by the Account and the units of interest thereunder, the
registration of which the Form 24f-2 makes definite in amount, were duly
authorized and legally issued, and are fully-paid and nonassessable.
I hereby consent to the use of this opinion in connection with the filing of the
attached Form 24f-2.
Very truly yours,
David M. Goldstein
Vice President and
Deputy General Counsel
DMG:sv
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