[logo of Security Life of Denver appears here]                       EXHIBIT 3.A

April 7, 2000


Security Life of Denver
Insurance Company
Security Life Center
1290 Broadway
Denver, Colorado  80203-5699

Dear Sirs:

This opinion is furnished in connection with the Form S-6 Registration Statement
being filed by Security Life of Denver Insurance Company ("Security Life") under
the Securities Act of 1933, as amended (the "Act"), for the offering of
interests ("Interests") in Security Life Separate Account L1 ("Separate Account
L1") under the Flexible Premium Variable Life Insurance Policies ("Policies") to
be issued by Security Life. The securities being registered under the Act are to
be offered in the manner described in the Registration Statement.

I have examined or supervised the examination of all such corporate records of
Security Life and such other documents and such laws as I consider appropriate
as a basis for the opinion hereinafter expressed. On the basis of such
examination, it is my opinion that:

1.       Security Life is a corporation duly organized and validly existing
         under the laws of the State of Colorado.

2.       Separate Account L1 was duly created as a separate investment account
         of Security Life pursuant to the laws of the State of Colorado.

3.       The assets of Separate Account L1 will be owned by Security Life. Under
         Colorado law and the provisions of the Policies, the income, gains and
         losses, whether or not realized, from assets allocated to Separate
         Account L1 must be credited to or charged against such Account, without
         regard to the other income, gains or losses of Security Life.

4.       The Policies provide that the assets of Separate Account L1 may not be
         charged with liabilities arising out of any other business Security
         Life may conduct, except to the extent that assets of Separate Account
         L1 exceed its liabilities arising under the Policies.





April 7, 2000
Page 2

5.       The Policies and the Interests in Separate Account L1 to be issued
         under the Policies have been duly authorized by Security Life; and the
         Policies, including the Interests therein, when issued and delivered,
         will constitute validly issued and binding obligations of Security Life
         in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.

Very truly yours,



/s/ Gary W. Waggoner
Gary W. Waggoner
Vice President, General Counsel
and Corporate Secretary