EXHIBIT B

                         OPINION AND CONSENT OF COUNSEL

Ladies and Gentlemen:

         I have made such  examination of the law and have examined such Company
records and documents as in my judgment are necessary or  appropriate  to enable
me to render the opinion:

         1. AIG Life  Insurance  Company  is a valid  and  existing  stock  life
insurance company domiciled in the State of Delaware.

         2.  Variable  Account II is a separate  investment  account of AIG Life
Insurance Company validly existing  pursuant to the Delaware  Insurance Laws and
the Regulations thereunder.

         3. All of the prescribed  corporate  procedures for the issuance of the
Flexible  Premium  Variable  Universal  Life  Individual and Group Policies (the
"Policy") have been  followed,  and when such Contracts are issued in accordance
with  the  Prospectuses  contained  in the  Registration  Statement,  all  state
requirements relating to such Contracts will have been complied with.

         4. Upon the acceptance of premiums made by Contract  Owners pursuant to
a  Contract  issued  in  accordance  with  the  Prospectuses  contained  in  the
Registration  Statement and upon  compliance  with applicable law, such Contract
Owner will have a  legally-issued,  fully-paid,  nonassessable  interest in such
Contract.

This opinion,  or a copy thereof,  may be used as an exhibit to or in connection
with the filing with the Securities and Exchange Commission of the Pre Effective
Amendment No. 1 to the  Registration  Statement on Form S-6 for the Contracts to
be issued by AIG Life  Insurance  Company  and its  separate  account,  Variable
Account II.


                                            /s/ Kenneth D. Walma
                                            -----------------------
                                            Kenneth D. Walma
                                            Vice President and
                                            General Counsel
Dated:  October 15, 1999