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[LOGO OF NEW YORK LIFE APPEARS HERE]
"The Company You Keep" New York Life Insurance Company
51 Madison Avenue, New York, NY 10010
(212) 576-4985 Fax: 212 576-6886
David A.K. Harland
Vice President, Associate General Counsel
and Assistant Secretary
February 26, 1996
New York Life Insurance
and Annuity Corporation
51 Madison Avenue
New York, New York 10010
Re: NYLIAC LifeStages Annuity Separate Account
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Gentlemen:
This opinion is furnished in connection with the preparation and filing by New
York Life Insurance and Annuity Corporation ("NYLIAC") with the Securities and
Exchange Commission ("SEC") of a Notice ("Notice"), dated February 26, 1996,
pursuant to the provisions of Rule 24f-2, under the Investment Company Act of
1940, as amended ("Investment Company Act"), making definite in amount the
registration of those securities ("Securities") set forth in the Notice, issued
by NYLIAC LifeStages Annuity Separate Account "(LifeStages"), in connection with
the offer and sale of flexible premium variable retirement annuity policies
("LifeStages Policies") during the year ended December 31, 1995.
We have made such investigation of law and examined such records and documents
(including those of NYLIAC and LifeStages) as in our opinion are necessary or
appropriate to render the opinion expressed below. In our opinion:
(1) NYLIAC is a corporation duly organized and validly existing under the
laws of the State of Delaware.
(2) LifeStages is a separate account duly established by NYLIAC under the
provisions of Section 2932 of the Delaware Insurance Code, and
Regulations
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promulgated thereunder, and the income, gains and losses allocable to
LifeStages are credited to or charged against LifeStages without regard
to other income, gains or losses of NYLIAC.
(3) The offer and sale of the LifeStages Policies by NYLIAC have been duly
authorized by NYLIAC, and each LifeStages Policy, when delivered and
when the first payment thereunder is made, in accordance with the
prospectus ("Prospectus") constituting Part A of an effective NYLIAC
registration statement governing the offer and sale of LifeStages
Policies, and applicable local law, is a legal, valid and binding
obligation of NYLIAC in accordance with its terms. Owners of the
LifeStages Policies, as such, are not subject to any deductions and
charges by NYLIAC, other than those described or referred to in the
Prospectus.
(4) In view of the foregoing, the Securities issued by LifeStages, in
connection with the offer and sale by NYLIAC of the LifeStages Policies
during the year ended December 31, 1995, were legally issued and are
fully paid and non-assessable, subject to the terms set forth in the
Prospectus.
We hereby consent to the use of this opinion in conjunction with the preparation
and filing by NYLIAC of the Notice with the SEC.
Very truly yours,
/s/ David A.K. Harland
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David A.K. Harland
Vice President, Associate General Counsel
and Assistant Secretary
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APPENDIX 1.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: NYLIAC LifeStages Annuity Separate Account
51 Madison Avenue
New York, New York 10010
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2. Name of each series or class of funds for which this notice is filed:
The following eleven Investment Divisions: Capital Appreciation, Cash
Management, Government, High Yield Corporate Bond, International Equity,
Total Return, Value, Bond, Growth Equity, Indexed Equity and Responsibly
Invested Balanced.
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3. Investment Company Act File Number: 811-08904
Securities Act File Number: 33-87382
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[_]
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
not applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-
2 in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
52,016,878 units/$54,655,398
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
52,016,878 units/$54,655,398
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
0
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal $54,655,398
year in reliance on Rule 24f-2 (from Item 10): ___________
(ii) Aggregate price of shares issued in connection with +
dividend reinvestment plans (from Item 11, if applicable): ___________
(iii) Aggregate price of shares redeemed or repurchased -
during the fiscal year (if applicable): ___________
(iv) Aggregate price of shares redeemed or repurchased +
and previously applied as a reduction to filing fees ___________
pursuant to Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities x 1/2900
Act of 1933 or other applicable law or regulation (see ----------
Instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$18,846.69
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures
(17 CFR 202.3a). [_]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
$18,821.90 on February 20, 1996; $24.79 on June 26, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John A. Cullen
_______________________________________________
John Andrew Cullen
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Vice President & Assistant Controller
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Date 6/27/96
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*Please print the name and title of the signing officer below the
signature.
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