September 1, 2000



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


RE: GROUP VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
    FILE NO. 333-39798/811-8704

Gentlemen:

This opinion is furnished in connection with the filing by Allmerica Financial
Life Insurance and Annuity Company of the Pre-Effective Amendment to the
Registration Statement on Form S-6 of its group flexible premium variable life
insurance policies ("Policies") allocated to the Group VEL Account under the
Securities Act of 1933. The Prospectus included in this Pre-Effective Amendment
to the Registration Statement describe the Policies. I am familiar with and have
provided actuarial advice concerning the preparation of the Post-Effective
Amendment to the Registration Statement, including exhibits.

In my professional opinion, the illustrations of death benefits and cash values
included in Appendix C of the Prospectus, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Policy. The rate
structure of the Policies has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a Policy for a person age 30 or a person
age 45 than to prospective purchasers of Policies for people at other ages or
underwriting classes.

I am also of the opinion that the aggregate fees and charges under the Policy
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.

I hereby consent to the use of this opinion as an exhibit to this Pre-Effective
Amendment to the Registration Statement.

                                         Sincerely,

                                         /s/ Paul T. Engeriser

                                         Paul T. Engeriser, FSA, MAAA
                                         Assistant Vice President and Actuary