EXHIBIT 2(B) CONSENT OF BEVERLY A. BYRNE, ESQ. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY 8515 East Orchard Road Englewood, Colorado 80111 June 17, 1999 Great-West Life & Annuity Insurance Company 8515 East Orchard Road Englewood, Colorado 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: I hereby consent to the use of my name under the caption "Legal Matters" in the Prospectus for the COLI VUL-2 Series Account contained in the Registration Statement on Form S-6, File No. 333-70963, filed by Great-West Life & Annuity Insurance Company and COLI VUL-2 Series Account with the Securities and Exchange Commission under the Securities Act of 1933, the Investment Company Act of 1940 and the amendments thereto. Sincerely, /s/Beverly A. Byrne ------------------------------------ Beverly A. Byrne Assistant Vice President, Associate Counsel and Assistant Secretary