EXHIBIT 16(a)(5) 151 Farmington Avenue Susan E. Bryant Hartford, CT 06156 Counsel Law & Regulatory Affairs, RE4C (860) 273-7834 Fax: (860) 273-8340 April 15, 1996 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 Re: Aetna Life Insurance and Annuity Company Post-Effective Amendment No. 7 to Registration Statement on Form S-1 File No. 33-34583 Prospectus Title: ALIAC Guaranteed Account Dear Sirs: As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I have represented the Company in connection with the ALIAC Guaranteed Account (the "Guaranteed Account"), a guaranteed interest option available under certain variable annuity contracts, and the Form S-1 Registration Statement relating to such account. In connection with such representation, I have reviewed Post-Effective Amendment No. 7 to the Registration Statement for the Guaranteed Account, including the prospectus, and relevant proceedings of the Board of Directors. Based upon this review, and assuming the securities represented by the Guaranteed Account are issued in accordance with the provisions of the prospectus, I am of the opinion that the securities, when sold, will have been legally issued, and will constitute a legal and binding obligation of the Company. I further consent to the use of this opinion as an exhibit to the Registration Statement and to my being named under the caption "Legal Matters" therein. Sincerely, /s/ Susan E. Bryant - - ----------------------- Susan E. Bryant Counsel Aetna Life Insurance and Annuity Company