EXHIBIT 7

                         ACTUARIAL OPINION AND CONSENT




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



June 22, 1999

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

Re:      COLI VUL-2 Series Account of
         Great-West Life & Annuity Insurance Company
         Pre-Effective Amendment No. 1
         to the Registration Statement on Form S-6
         File No. 333-70963
         -------------------------------------------

Ladies and Gentlemen:

This  opinion  is  furnished  in  connection  with the  filing of  Pre-Effective
Amendment  No.  1  to  the   Registration   Statement  on  Form  S-6  (file  no.
333-70963)(the  "Registration  Statement")  which covers premiums expected to be
received under flexible premium variable  universal life insurance policies (the
"Policies") to be offered by Great-West  Life & Annuity  Insurance  Company (the
"Company").  The prospectus included in the Registration Statement describes the
Policy,  which will be offered  by the  Company in each State  where it has been
approved by  appropriate  State  insurance  authorities.  I am familiar with the
Policy form and the Registration Statement and Exhibits thereto.

In my capacity as Vice  President  of the  Company,  I have  provided  actuarial
advice concerning:

The preparation of the Registration Statement to be filed by the Company and its
COLI VUL-2 Series Account with the Securities and Exchange  Commission under the
Securities Act of 1933 with respect to the Policy; and

The preparation of the Policy forms for the Policy described in the Registration
Statement.

It is my professional opinion that:

1.   The  hypothetical  illustrations  of death  benefits,  account value,  cash
     surrender value and total premiums paid plus interest at 5 percent shown in
     the prospectus,  based on the assumptions  stated in the  illustration  are
     consistent  with the  provisions of the Policy.  The rate  structure of the
     Policy has not been designed so as to make the relationship between premium
     and  benefits,  as  shown  in  the  illustrations  included,  appear  to be
     correspondingly   more   favorable   to   prospective   buyers  than  other
     illustrations which could have been provided at other combinations of ages,
     sex of the insured,  death  benefit  option and amount,  definition of life
     insurance  test,  premium  class,  and  premium  amounts.  Insured of other
     premium classes may have higher costs of insurance charges.

2.   All other  numerical  examples shown in the prospectus are consistent  with
     the Policy and our  practices,  and have not been  designed  to appear more
     favorable to  prospective  buyers than other examples which could have been
     provided.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and the use of my name under the heading "Experts" in the prospectus.

Sincerely,


/s/Ron Laeyendecker
- ---------------------------------
Ron Laeyendecker, F.S.A., M.A.A.A.
Vice President
Life Insurance Markets