EXHIBIT 5



                                   September 7, 1995


Board of Directors
John Hancock Variable Life Insurance Company

              Re: John Hancock Variable Life Insurance Company
                  Modified Guaranteed Annuity Contracts
                  Registration Statement on Form S-1


Dear Sirs:

     In my capacity as Vice President and Counsel of John Hancock Variable Life
Insurance Company (the "Company"), I have represented the Company in connection
with its development of deferred annuities of a type commonly known as
"modified guaranteed annuities".  I have participated in the preparation of the
Registration Statement on Form S-1 to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933 for the
registration of interests in these deferred annuity contracts contracts to be
issued by the Company on an individual and group basis (the "Registration
Statement").

     I am of the following opinion: the Company is a corporation duly organized 
and validly existing under the laws of the Commonwealth of Massachusetts and 
the interests in the deferred annuity contracts, when issued as contemplated in 
the Registration Statement, will be validly issued and legal and binding 
obligations of the Company in accordance with the terms of the deferred annuity 
contracts.

     In arriving at the foregoing opinion, I have reviewed the Registration
Statement on Form S-1, including its prospectus, and relevant proceedings of
the Board of Directors and have made such examination of law and examined such
records and other documents as in my judgement are necessary or appropriate.

     I hereby consent to the filing of my 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/ Francis C. Cleary, Jr.
                                 --------------------------

                                 Francis C. Cleary, Jr.
                                 Vice President and Counsel