GLENBROOK LIFE AND ANNUITY COMPANY
                          LAW AND REGULATION DEPARTMENT
                             3100 Sanders Road, J5B
                           Northbrook, Illinois 66062
                         Direct Dial Number 847-402-2400
                             Facsimile 847-402-4371

Michael J. Velotta
 Vice President, Secretary
   and General Counsel

July 11, 2000


To:    GLENBROOK LIFE AND ANNUITY COMPANY
       NORTHBROOK, ILLINOIS  60062

FROM:  MICHAEL J. VELOTTA
       VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:    FORM S-3 REGISTRATION STATEMENT
       UNDER THE SECURITIES ACT OF 1933

With reference to the Registration Statement on Form S-3 filed by Glenbrook Life
and Annuity  Company (the  "Company"),  as  registrant,  with the Securities and
Exchange Commission covering the Flexible Premium Deferred Annuity Contracts,  I
have examined such  documents  and such law as I have  considered  necessary and
appropriate, and on the basis of such examination, it is my opinion that:

1.       The Company is duly  organized and existing under the laws of the State
         of Arizona and has been duly authorized to do business by the Director
         of Insurance of the State of Arizona.

2.       The  securities  registered by the above  Registration  Statement  when
         issued will be valid, legal and binding obligations of the Company.

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

Sincerely,


/s/MICHAEL J. VELOTTA
- -------------------------
Michael J. Velotta
Vice President, Secretary and

  General Counsel