ING
Counsel
April 7, 2005
Members of the Board of Directors
ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478
Gentlemen:
In my capacity as Counsel of ING USA Annuity and Life Insurance Company, a Iowa
domiciled corporation ("Company"), I have supervised the preparation of the
registration statement for the ING USA Multi-Rate Index Annuity available under
certain variable annuity contracts ("Contracts") to be filed by the Company with
the Securities and Exchange Commission under the Securities Act of 1933.
I am of the following opinion:
(1) The Company was organized in accordance with the laws of the
State of Iowa and is a duly authorized stock life insurance
company under the laws of Iowa and the laws of those states
in which the Company is admitted to do business;
(2) The Company is authorized to issue Contracts in those states in
which it is admitted and upon compliance with applicable local
law;
(3) The Contracts, when issued in accordance with the prospectus
contained in the aforesaid registration statement and upon
compliance with applicable local law, will be legal and binding
obligations of the Company in accordance with their terms;
(4) The interests in the Contracts will, when issued and sold in the
manner described in the registration statement, be legal and
binding obligations of the Company and will be legally and
validly issued, fully paid, and non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the aforesaid
registration statement and to the reference to me under the caption "Legal
Matters" in the prospectus contained in said registration statement. In giving
this consent I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/James A. Shuchart
- ---------------------
James A. Shuchart
Counsel
1475 Dunwoody Drive Tel: 610-425-3520
West Chester, PA 19380-1478 Fax: 610-425-3735