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[NEW YORK LIFE LOGO]
The Company You Keep NEW YORK LIFE INSURANCE COMPANY
51 Madison Avenue, New York, NY 10010
(212) 576-6973
THOMAS F. ENGLISH
Senior Vice President and
Deputy General Counsel
December 4, 2000
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
RE: NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
VARIABLE ANNUITY SEPARATE ACCOUNT-III
INVESTMENT COMPANY ACT FILE NUMBER: 811-08904
SECURITIES ACT FILE NUMBER: 333-30706
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by New York Life
Insurance and Annuity Corporation ("NYLIAC") of Post-Effective Amendment No. 4
to the registration statement on Form N-4 ("Registration Statement") under the
Securities Act of 1933, as amended, of NYLIAC Variable Annuity Separate
Account-III ("Separate Account-III"). Separate Account-III receives and invests
premiums allocated to it under a flexible premium deferred variable annuity
policy ("Annuity Contract"). The Annuity Contract is offered in the manner
described in the Registration Statement.
In connection with this opinion, I have made such examination of the law
and have examined such corporate records and such other documents as I consider
appropriate as a basis for the opinion hereinafter expressed. On the basis of
such examination, it is my opinion that:
1. NYLIAC is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. Separate Account-III is a separate account established and
maintained by NYLIAC pursuant to Section 2932 of the Delaware
Insurance Code, under which the income, gains and losses, realized
or unrealized, from assets allocated to Separate Account-III shall
be credited to or charged against Separate Account-III, without
regard to other income, gains or losses of NYLIAC.
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Securities and Exchange Commission
December 4, 2000
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3. The Annuity Contracts have been duly authorized by NYLIAC and, when
sold in jurisdictions authorizing such sales, in accordance with the
Registration Statement, will constitute validly issued and binding
obligations of NYLIAC in accordance with their terms.
4. Each owner of a policy will not be subject to any deductions,
charges, or assessments imposed by NYLIAC other than those provided
in the Annuity Contract.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ THOMAS F. ENGLISH
Thomas F. English
Senior Vice President and
Deputy General Counsel
