DODIE KENT
Vice President
and Counsel
(212) 314-3970
(212) 707-1791
[MONY -- AN AXA FINANCIAL COMPANY LOGO] LAW DEPARTMENT
March 29, 2006
MONY Life Insurance Company of America
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by MONY Life
Insurance Company of America ("MONY America") of a Form S-1 Registration
Statement of MONY America for the purpose of registering guaranteed interest
account with market value adjustment interests under flexible premium annuity
contracts ("Interests") under the Securities Act of 1933.
The Interests are purchased with contributions received under
individual variable annuity contracts (the "Contracts"). As described in the
prospectus included in the Registration Statement, the Contracts are designed to
provide for retirement income benefits.
I have examined such corporate records of MONY America and provisions
of the Arizona Insurance Law as are relevant to authorization and issuance of
the Contracts and such other documents and laws as I consider appropriate. On
the basis of such examination, it is my opinion that:
1. MONY America is a corporation duly organized and validly existing under the
laws of the State of Arizona.
2. The Contracts (including any Interests credited thereunder) are duly
authorized and, when issued in accordance with applicable regulatory approvals,
represent validly issued and binding obligations of MONY America.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Dodie Kent
-------------------
Dodie Kent
cc: Christopher E. Palmer, Esq.