GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number (847) 402-2400
Facsimile (847) 402-3781
Michael J. Velotta
Vice President, Secretary
and General Counsel
June 6, 2000
TO: GLENBROOK LIFE AND ANNUITY COMPANY
NORTHBROOK, ILLINOIS 60062
FROM: MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
RE: FORM N-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940
FILE NOS. 333-34356, 811-07351
With reference to the amended Registration Statement on Form N-4 filed by
Glenbrook Life and Annuity Company (the "Company"), as depositor, and Glenbrook
Life and Annuity Company Separate Account A, as registrant, with the Securities
and Exchange Commission covering the Flexible Premium Deferred Variable Annuity
Contracts, known as the AIM Lifetime Plus (SM) Enhanced Choice Variable Annuity
("Contracts"), I have examined such documents and such law as I have considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that:
1. Glenbrook Life and Annuity Company is duly organized and existing under the
laws of the State of Arizona and has been duly authorized to do business
and to issue Contracts by the Director of Insurance of the State of
Arizona.
2. The securities registered by the above Registration Statement, when issued
in the manner contemplated by the Registration Statement, will be valid,
legal and binding obligations of Glenbrook Life and Annuity Company.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Sincerely,
/s/MICHAEL J. VELOTTA
---------------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
