Exhibit 23.2
[SUTHERLAND ASBILL & BRENNAN LLP]
STEPHEN E. ROTH
DIRECT LINE: 202.383.0158
E-mail: steve.roth@sutherland.com
CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP
We hereby consent to the reference to our name under the caption “Legal Matters” in the Prospectus filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form S‑1 (File No. 333-209902) for the Great-West SecureFoundation® Group Fixed Deferred Annuity Contract issued by Great-West Life & Annuity Insurance Company. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
SUTHERLAND ASBILL & BRENNAN LLP
By: /s/Stephen E. Roth
Stephen E. Roth
Washington, D.C.
April 22, 2016