ING
KIMBERLY J. SMITH
Counsel
April 8, 2004
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 to ING USA Annuity and Life Insurance Company,
a Iowa domiciled corporation ("Company"), I have supervised the
preparation of the Registration Statement for the Fixed Account II
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 Delaware 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/Kimberly J. Smith
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1475 Dunwoody Drive Tel: 610-425-3427
West Chester, PA 19380-1478 Fax: 610-425-3735