April 20, 2018
Ameriprise Certificate Company
701 Ameriprise Financial Center
Ladies and Gentlemen:
Reference is made to your Registration Statement, Nos.2-95577,2-68296,2-76193,33-22503, and333-200195, FormS-1, under the Securities Act of 1933, registering an indefinite number of face-amount certificates.
I have examined the Certificate of Incorporation, as amended, and theBy-Laws of Ameriprise Certificate Company (the “Company”) and, as I have deemed necessary, certificates, permits, minute books, documents and records of the Company, as well as the applicable statutes of the State of Delaware.
It is my opinion that the face-amount certificates registered under the above-referenced registration numbers and issued by the Company, when sold in accordance with the prospectus contained in the above-referenced Registration Statement and with applicable law, will be legally issued andnon-assessable and, except for face-amount certificates of the installment type, will be fully-paid face-amount certificates as that term is used in section 2(a)(15) of the Investment Company Act of 1940, as amended, and will be binding obligations of the Company.
I hereby consent to the filing of this opinion with the Registration Statement.
Sincerely, |
/s/ Tara W. Tilbury |
Tara W. Tilbury |
Vice President and General Counsel |
Ameriprise Certificate Company |