HEATH, DAVIS & McCALLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW TELEPHONE
200 PERRY-BROOKS BUILDING (512) 478-5671
W. W. HEATH (1903-1971) 720 BRAZOS STREET
WILL D. DAVIS AUSTIN, TEXAS 78701 TELECOPIER
DUDLEY D. McCALLA* (512) 476-1451
*BOARD CERTIFIED-ADMINISTRATIVE LAW
MAY 21, 2001
Conseco, Variable Insurance Company
11825 N. Pennsylvania Street
Carmel, IN 46032
Gentlemen:
With respect to the registration Statement on Form S-6 to be filed by
Conseco Variable Insurance Company (the "Company") and Conseco Variable Separate
Account L (the "Account") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1.933, as amended, flexible
premium variable universal life insurance policies (the "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 Company is a corporation duly organized and validly existing as a
stock life insurance company under the laws of the- State of Texas and
is duly authorized by the Commissioner of Insurance of the State of
Texas to issue the Policies.
2. The Account is a duly organized and existing separate account pursuant
to a board resolution dated February 22, 2000 and the provisions of
Article 3-75 of the Texas Insurance Code.
3. To the extent so provided under the Policies, that portion. of the
assets of the Account equal to the reserves and other contract
liabilities with respect to the Account will be not chargeable with
liabilities arising out of any other business that the Company may
conduct.
4. The Policies, when issued as contemplated by the Form S-6 registration
statement, will constitute legal, validly issued and binding obligations
of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form
S-6 registration statement for the Policies and the Account.
Very truly yours,
/s/ WILL D. DAVIS
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Will D. Davis
WDD/mmr