EXHIBIT 9
OPINION OF
EDWIN L. KERR, ESQ.
<PAGE>
November 20, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: PHL Variable Accumulation Account
PHL Variable Insurance Company
Post-Effective Amendment No. 11 to Form N-4
Registration Nos. 33-87376 and 811-8914
Dear Sirs:
I hereby represent that Post-Effective Amendment No. 11 to the above entity's
Registration Statement under the above file number does not appear to contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) of Rule 485 under the 1933 Act, as amended.
Very truly yours,
/s/ Edwin L. Kerr
---------------------------
Edwin L. Kerr, Counsel
PHL Variable Insurance Company
