November 17, 1997



The Life Insurance Company of Virginia
6610 West Broad Street
Richmond,  VA  23230

Gentlemen:

With reference to Pre-Effective Amendment No. 1 to Registration Statement
333-32701 on Form S-6, filed by The Life Insurance Company of Virginia and Life
of Virginia Separate Account II with the Securities and Exchange Commission
covering flexible premium variable life insurance policies, I have examined such
documents and such law as I considered necessary and appropriate, and on the
basis of such examination, it is my opinion that:

1.    The Life Insurance Company of Virginia is duly organized and validly
      existing under the laws of the Commonwealth of Virginia and has been duly
      authorized to issue individual flexible premium variable life insurance
      policies by the Bureau of Insurance of the State Corporation Commission of
      the Commonwealth of Virginia.

2.    Life of Virginia Separate Account II is a duly authorized and existing
      separate account established pursuant to the provisions of Section
      38.2-3113 of the Code of Virginia.

3.    The flexible premium variable life insurance policies, when issued as
      contemplated by said Form S-6 Registration Statement, will constitute
      legal, validly issued and binding obligations of The Life Insurance
      Company of Virginia.

I hereby consent to the use of this letter, or copy thereof, as an exhibit to
Pre Effective Amendment No. 1 to the Registration Statement on Form S-6 (File
Number 333-32701) and the reference to me under the caption "Legal Matters" in
the Statement of Additional Information contained in said Post-Effective
Amendment.

Sincerely,

/s/J. NEIL MCMURDIE
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J. Neil McMurdie
Associate Counsel and
  Assistant Vice President
Law Department