The Equitable Life Assurance Society August 31, 2000
of the United States
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by The
Equitable Life Assurance Society of the United States ("Equitable Life") and
Separate Account No. 45 of Equitable Life ("Separate Account No. 45") of the
Form N-4 Registration Statement of Equitable Life and Separate Account No. 45
under the Securities Act of 1933, and of the Registration Statement of Separate
Account No. 45 under the Investment Company Act of 1940 ("1940 Act") included in
the same Form N-4. The Registration Statement covers an indefinite number of
units of interest ("Units") in Separate Account No. 45.
The Units are purchased with contributions received under individual
annuity contracts and certificates Equitable Life offers under a group annuity
contract (collectively, the "Certificates"). As described in the prospectus
included in the Form N-4 Registration Statement, the Certificates are designed
to provide for retirement income benefits.
I have examined such corporate records of Equitable Life and provisions
of the New York Insurance Law as are relevant to authorization and issuance of
the Certificates and such other documents and laws as I consider appropriate. On
the basis of such examination, it is my opinion that:
1. Equitable Life is a corporation duly organized and validly existing
under the laws of the State of New York.
2. Separate Account No. 45 was duly established pursuant to the provisions
of New York Insurance Law.
3. The assets of Separate Account No. 45 are owned by Equitable Life;
Equitable Life is not a trustee with respect thereto. Under New York
law, the income, gains and losses, whether or not realized, from assets
allocated to Separate Account No. 45 must be credited to or charged
against such account, without regard to the other income, gains or
losses of Equitable Life.
4. The Certificates provide that the portion of the assets of Separate
Account No. 45 equal to the reserves and other contract liabilities with
respect to Separate Account No. 45 shall not be chargeable with
liabilities arising out of any other business Equitable Life may conduct
and that Equitable Life reserves the right to transfer assets of
Separate Account No. 45 in excess of such reserves and contract
liabilities to the general account of Equitable Life.
5. The Certificates (including any Units credited thereunder) have been
duly authorized and when issued in accordance with applicable regulatory
approvals will represent validly issued and binding obligations of
Equitable Life.
I hereby consent of the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Dodie Kent
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Dodie Kent
