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June 1, 2000
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT VA-P OF ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
FILE NO'S: 333-90535 AND 811-8848
Gentlemen:
In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in
the preparation of this Pre-Effective Amendment No. 1 to the Registration
Statement for Separate Account VA-P on Form N-4 under the Securities Act of
1933 and amendment under the Investment Company Act of 1940, with respect to
the Company's qualified and non-qualified variable annuity contracts.
I am of the following opinion:
1. Separate Account VA-P is a separate account of the Company validly
existing pursuant to the Delaware Insurance Code and the
regulations issued thereunder.
2. The assets held in Separate Account VA-P are not chargeable with
liabilities arising out of any other business the Company may
conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Pre-Effective Amendment No. 1 to the
Registration Statement and upon compliance with applicable local
law, will be legal and binding obligations of the Company in
accordance with their terms and when sold will be legally issued,
fully paid and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Pre-Effective Amendment No. 1 to the Registration Statement for Separate Account
VA-P on Form N-4 filed under the Securities Act of 1933 and amendment under the
Investment Company Act of 1940.
Very truly yours,
/s/ John C. Donlon, Jr.
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John C. Donlon, Jr.
Assistant Vice President and Counsel
