July 15, 2000


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

RE:       SEPARATE ACCOUNT IMO OF ALLMERICA FINANCIAL
          LIFE INSURANCE AND ANNUITY COMPANY
          FILE NO.'S:  333-90995 AND 811-09529

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 for the on Form S-6 under the
Securities Act of 1933 with respect to the Company's individual flexible premium
second-to-die variable life insurance policies.

I am of the following opinion:

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

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

3. The individual flexible premium second-to-die variable life insurance
policies, when issued in accordance with the Prospectus contained in this
Pre-Effective Amendment 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 of the Separate Account IMO 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