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:

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

In my professional opinion, the illustrations of death benefits and cash
values included in Appendix D 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 male and female persons age 55 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 the Initial
Registration Statement.

                                        Sincerely,

                                        /s/ Kevin G. Finneran

                                        Kevin G. Finneran, ASA, MAAA
                                        Assistant Vice President and Actuary