December 22, 2000
Board of Directors
Conseco Variable Insurance Company
Re: Conseco Variable Annuity Account E
Registration Statement on Form N-4
Gentlemen and Madam:
I am Executive Vice President, General Counsel and Secretary of Conseco Variable
Insurance Company (the "Company"). At your request, I have examined or caused to
be examined the Registration Statement on Form N-4 (the "Registration
Statement") of Conseco Variable Annuity Account E (formerly Great American
Reserve Variable Annuity Account E) (the "Registrant" or "Account") with respect
to the securities issued in connection with the Account offering variable
annuity contracts. The Registrant's Form N-4 Registration Statement is filed
pursuant to the Securities Act of 1933 (the "Act") and the Investment Company
Act of 1940 (the "1940 Act"). This opinion is being furnished pursuant to the
Act in connection with the Registration Statement. No fee is payable because the
Registrant files a declaration of indefinite registration pursuant to Rule 24f-2
under the 1940 Act.
In rendering this opinion, I, or attorneys under my supervision (together
referred to herein as "we"), have examined and relied upon a copy of the
Registration Statement. We have also examined originals, or copies of originals
certified to our satisfaction, of such agreements, documents, certificates and
statements of government officials and other instruments, and have examined such
questions of law and have satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
examination.
Based on the foregoing, and subject to the qualifications and limitations
hereinafter set forth, I am of the opinion that:
1. The Account has been duly organized and is an existing separate account
pursuant to the applicable laws of the State of Texas;
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2. The Account is a unit investment trust registered under the 1940 Act;
and
3. The securities issued in connection with the Account offering variable
annuity contracts, when issued as described in the Registration Statement, will
be duly authorized and upon issuance will be validly issued, fully paid and
non-assessable.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the securities to be
registered pursuant to the Registration Statement. Without limiting the
generality of the foregoing, I express no opinion in connection with the matters
contemplated by the Registration Statement, and no opinion may be implied or
inferred, except as expressly set forth herein.
This opinion is limited to the laws of the State of Indiana and of the United
States of America to the extent applicable. If any of the securities included in
the Registration Statement are governed by the laws of a state other than
Indiana, I have assumed for the purposes of this opinion that the laws of such
other state are the same as those of the State of Indiana.
I hereby consent to the inclusion of the opinion as Exhibit B-9 to the
Registration Statement and to all references to me in the Registration Statement
or the Prospectus included therein.
Very truly yours,
/S/ DAVID K. HERZOG
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David K. Herzog
Executive Vice President,
General Counsel and Secretary
