November 1, 1999



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

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 Initial Registration Statement 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
     Initial 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 Initial
Registration Statement 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