DODIE KENT
Vice President
and Counsel
(212) 314-3970
(212) 707-1791
[EQUITABLE -- MEMBER OF THE GLOBAL AXA GROUP LOGO] LAW DEPARTMENT
April 19, 2004
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by The Equitable
Life Assurance Society of the United States ("Equitable Life") of a Form S-3
Registration Statement of Equitable Life for the purpose of registering Market
Value Adjustment Interests under Flexible Premium Annuity contracts
("Interests") under the Securities Act of 1933 (File No. 33-89510).
The Interests are purchased with contributions received under individual annuity
contracts and certificates Equitable Life offers under a group annuity contract
(collectively, the "Certificates"). As described in the prospectus included in
the Registration Statement, the Certificates are designed to provide for
retirement income benefits.
I have examined such corporate records of Equitable Life and provisions of the
New York Insurance Law as are relevant to authorization and issuance of the
Certificates and such other documents and laws as I consider appropriate. On the
basis of such examination, it is my opinion that:
1. Equitable Life is a corporation duly organized and validly existing under the
laws of the State of New York.
2. The Certificates (including any Interests credited thereunder) are duly
authorized and when issued in accordance with applicable regulatory
approvals represents validly issued and binding obligations of Equitable
Life.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Dodie Kent
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Dodie Kent
cc: Peter Panarities, Esq.