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June 1, 2000
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
FILE NO'S: 333-90537 AND 811-8872
Gentlemen:
In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance 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 Massachusetts 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.
John C. Donlon, Jr.
Assistant Vice President and Counsel
