EXHIBIT 2(A)

                       OPINION OF BEVERLY A. BYRNE, ESQ.




                  GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                             8515 East Orchard Road
                              Englewood, CO 80111



June 17, 1999

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO  80111

Re:      Registration Statement of Great-West Life & Annuity Insurance Company
         COLI VUL-2 Series Account on Form S-6 File No. 333-70963


Ladies and Gentlemen:

This opinion is furnished in connection with the filing of the  above-referenced
registration statement of Great-West Life & Annuity Insurance Company COLI VUL-2
Series Account (the "Account"),  a separate account of Great-West Life & Annuity
Insurance Company, a Colorado  corporation (the "Company"),  with respect to the
proposed sale of an indefinite  amount of flexible  premium  variable  universal
life  insurance  policies  (the  "Policies")  described in the  prospectus  (the
"Prospectus") contained in the Registration Statement

I am the Assistant Vice President,  Associate Counsel and Assistant Secretary of
the Company.  In so acting, I have made such examination of the law, records and
documents as in my judgment are necessary or  appropriate to enable me to render
the opinion  expressed below. For purposes of such  examination,  I have assumed
the  genuineness  of all  signatures  and the  conformity to the original of all
copies. Based on the foregoing, I am of the opinion that:

1.   The Company is a corporation  in good  standing duly  organized and validly
     existing under the laws of the State of Colorado.

2.   The Account has been duly  established by the Company under the laws of the
     State of Colorado.

3.   Assets  allocated  to the  Account  will be owned by the  Company,  and the
     Policies  provide that a portion of the assets of the Account  equal to the
     reserves and other Policy  liabilities with respect to the Account will not
     be  chargeable  with  liabilities  arising  out of any other  business  the
     Company may conduct.

4.   When issued and sold as described in the  Prospectus,  the Policies will be
     duly authorized and will constitute validly issued and binding  obligations
     of the Company in accordance with their terms.

I  consent  to  the  use of  this  opinion  as an  exhibit  to the  registration
statement.

Sincerely,


/s/Beverly A. Byrne
- ----------------------------------
Beverly A. Byrne
Assistant Vice President, Associate
Counsel and Assistant Secretary