American Exhibit (2)(a)
General
LIFE COMPANIES
2929 Allen Parkway (A40-04), Houston, Texas 77019
Pauletta P. Cohn
Deputy General Counsel
Direct Line (713) 831-1230
FAX (713) 620-3878
E-mail: pcohn@aglife.com
January 21, 2000
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
Dear Ladies and Gentlemen:
As Deputy General Counsel of American General Life Companies, I have acted as
counsel to American General Life Insurance Company (the "Company") in connection
with the filing of Pre-effective Amendment No. 1 to the Registration Statement
on Form S-6, File Nos. 333-89897 and 811-08561 ("Registration Statement") for
Separate Account VL-R ("Separate Account VL-R") of the Company with the
Securities and Exchange Commission. The Registration Statement relates to the
proposed issuance of Key Legacy Plus - Variable (policy form No. 99616) flexible
premium variable life insurance policies by the Company ("Policies"). Net
premiums received under the Policies are allocated by the Company to Separate
Account VL-R to the extent directed by owners of the Policies. Net premiums
under other policies that may be issued by the Company may also be allocated to
Separate Account VL-R. The Policies are designed to provide retirement
protection and are to be offered in the manner described in the prospectus and
the prospectus supplements included in the Registration Statement. The Policies
will be sold only in jurisdictions authorizing such sales.
In connection with rendering this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
the corporate records of the Company and all such other documents as I have
deemed necessary or appropriate as a basis for the opinion expressed herein and
have assumed that prior to the issuance or sale of any Policies, the
Registration Statement, as finally amended, will be effective.
American General Life Insurance Company
January 21, 2000
Page 2
Based on and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that:
l. The Company is a corporation duly organized and validly existing under the
laws of the State of Texas.
2. Separate Account VL-R was duly established and is maintained by the Company
pursuant to the laws of the State of Texas, under which income, gains and
losses, whether or not realized, from assets allocated to Separate Account
VL-R, are, in accordance with the Policies, credited to or charged against
Separate Account VL-R without regard to other income, gains or losses of
the Company.
3. Assets allocated to Separate Account VL-R will be owned by the Company. The
Company is not a trustee with respect thereto. The Policies provide that
the portion of the assets of Separate Account VL-R equal to the reserves
and other Policy liabilities with respect to Separate Account VL-R will not
be chargeable with liabilities arising out of any other business the
Company may conduct. The Company reserves the right to transfer assets of
Separate Account VL-R in excess of such reserves and other Policy
liabilities to the general account of the Company.
4. When issued and sold as described above, the Policies (including any units
of Separate Account VL-R duly credited thereunder) will be duly authorized
and will constitute validly issued and binding obligations of the Company
in accordance with their terms.
I am admitted to the bar in the State of Texas, and I do not express any opinion
as to the laws of any other jurisprudence.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5), Regulation S-K of the Securities Act of 1933 and I hereby consent to
the use of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ PAULETTA P. COHN
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