EXHIBIT
5
OPINION RE
LEGALITY
March,
2000
MML Bay State Life
Insurance Company
1295 State
Street
Springfield, MA
01111
RE:
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ML Bay State Fixed
Account with Market Value
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Adjustment;
Commission File No. 33-79750
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Ladies and
Gentlemen:
This opinion is furnished in connection with
the filing of Post-Effective Amendment No. 6 to the Registration Statement
on Form S-2 (the “Registration Statement”) under the Securities
Act of 1933 for MML Bay State Fixed Account with Market Value Adjustment
(the “Fixed Account”) offered in connection with the LifeTrust
variable annuity contract, issued by MML Bay State.
The Fixed Account offers investors the choice
among various guarantee periods to which account value may be allocated. If
such amounts remain in the fixed account for the chosen guarantee period,
then a guaranteed rate of interest will be paid. If, however, amounts are
withdrawn prior to the expiration of the selected guarantee period, such
withdrawal will be subject to a market value adjustment.
As Vice President for MML Bay State Life
Insurance Company, (“MML Bay State”), I provide legal advice to
MML Bay State in connection with the operation of its variable products. In
such role I have participated in the preparation of Post-Effective Amendment
No. 6 to the Registration Statement for the Fixed Account. In so
acting,
I have made such examination of the law and
examined such records and documents as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. I am of the
following opinion:
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1. MML Bay State is a valid and
subsisting corporation, operated under Connecticut law, and subject to
regulation by the Connecticut Commissioner of Insurance.
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2. The securities being
registered, when sold will be legally issued, fully paid and
non-assessable.
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I hereby consent to the use of this opinion as
an exhibit to the Post-Effective Amendment.
