Ex. 9
August 1, 2000
Jefferson Pilot Financial Insurance Company
One Granite Place
Concord, New Hampshire 03301
RE: JPF Variable Annuity Separate Account II Registration Statement
Allegiance Variable Annuity Contract
Gentlemen:
This opinion is furnished in connection with the filing by Jefferson Pilot
Financial Insurance Company ("JP Financial") and JPF Variable Annuity Separate
Account II (the "Separate Account") of a Registration Statement under the
Securities Act of 1933 and Amendment No. 10 under the Investment Company Act of
1940 on Form N-4 registering an indefinite number of units of interest ("Units")
of the Allegiance Variable Annuity Contract (the "Contract").
I am familiar with the terms of the Contract and the Registration Statement and
the exhibits thereto. I have also examined or am familiar with the corporate
charter, bylaws and other corporate records of JP Financial as I considered
appropriate as a basis for the opinion hereinafter expressed.
On the basis of the foregoing, it is my opinion that:
1. JP Financial is a corporation duly organized and validly existing under
the laws of the State of Nebraska pursuant to its redomestication
effective August 1, 2000.
2. The Separate Account was duly created pursuant to the laws of the state of
Michigan on January 24, 1994 and is now considered as duly created and
existing pursuant to the provisions of Nebraska Revised Statutes Sections
44-402.02-44-402.05 as a result of the redomestication of JP Financial and
the merger of JP Financial and Alexander Hamilton Life Insurance Company
of America effective August 1, 2000.
3. The assets of the Separate Account will be owned by JP Financial; JP
Financial is not a trustee with respect thereto. Under Nebraska law, the
income, gains and losses, whether realized or unrealized, from assets
allocated to the Separate Account must be credited to or charged against
such account, without regard to the other income, gains or losses of JP
Financial. Contract obligations with respect to the Separate Account
constitute corporate obligations of JP Financial. The specific amount
payable from accumulations in the Separate Account in accordance with the
Contract will depend upon the investment experience of the Separate
Account.
4. The Contract will provide that the portion of the assets of the Separate
Account equal to
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August 1, 2000
the reserves and the other liabilities of the Separate Account shall not
be chargeable with liabilities arising out of any other business JP
Financial may conduct and that JP Financial reserves the right to transfer
assets of the Separate Account in excess of such reserves and contract
liabilities to the general account of JP Financial.
5. When executed, the Contract (including any Units when duly credited
thereunder) will have been duly authorized and the Contract (including any
such Units) will constitute a validly issued and binding obligation of JP
Financial in accordance with its terms. The Contract described in the
prospectus contained in the Registration Statement will be subject only to
the deductions, charges and fees set forth in the prospectus.
I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement under the Securities Act of 1933 and Amendment No. 10 under the
Investment Company Act of 1940 for JPF Variable Annuity Separate Account II.
Sincerely,
/s/ Shari J. Lease
Shari J. Lease
Vice President and Counsel
