March 15, 2000


Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653

RE:      SEPARATE ACCOUNT FUVUL OF ALLMERICA FINANCIAL
         LIFE INSURANCE AND ANNUITY COMPANY

Gentlemen:

In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in the
preparation of this Pre-Effective Amendment No.1 to the Registration Statement
on Form S-6 under the Securities Act of 1933 with respect to the Company's
individual flexible premium variable life insurance policies.

I am of the following opinion:

1.       The Separate Account FUVUL is a separate account of the Company validly
         existing pursuant to the Delaware Insurance Code and the regulation
         issued thereunder.

2.       The assets held in the Separate Account FUVUL equal to the reserves and
         other Policy liabilities of the Policies which are supported by the
         Separate Account FUVUL Account are not chargeable with liabilities
         arising out of any other business the Company may conduct.

3.       The individual flexible premium variable life insurance policies, when
         issued in accordance with the Prospectus contained in this
         Pre-Effective Amendment No.1 to the Registration Statement and upon
         compliance with applicable local law, will be legal and binding
         obligations of the Company in accordance with their terms and when sold
         will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to this
Pre-Effective Amendment No.1 to the Registration Statement of the Separate
Account FUVUL on Form S-6 filed under the Securities Act of 1933 and amendment
under the Investment Company Act of 1940.

                                          Very truly yours,

                                          /s/ Sheila B. St. Hilaire

                                          Sheila B. St. Hilaire
                                          Assistant Vice President and Counsel