Other Exhibits-Exhibit 2(a)
AMERICAN
GENERAL
FINANCIAL GROUP
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: pauletta_cohn@agfg.com
October 10, 2001
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. 333-65170 and 811-08561 ("Registration Statement"), for
the Company's Separate Account VL-R ("Separate Account VL-R") with the
Securities and Exchange Commission. The Registration Statement relates to the
proposed issuance by the Company of Platinum Investor/SM/ Survivor II (Policy
Form No. 01206) last survivor flexible premium variable life insurance policies
(the "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.
Based on and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Texas.
AMERICAN GENERAL LIFE COMPANIES
2929 Allen Parkway . Houston, TX 77019
American General Life Insurance Company
October 10, 2001
Page 2
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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