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Exhibit #5


Matthew P. McCauley
Vice President
Associate General Counsel
Phone:  (314) 444-0647
FAX:    (314) 444-0510
                                  22 May 1998



General American Life Insurance Company
700 Market Street
St. Louis, Missouri  63101


Dear Sirs:

This opinion is furnished in connection with the offering of individual,
flexible premium variable life insurance policies ("Policies") of General
American Life Insurance Company ("General American") under a Registration
Statement on Form S-6 being filed by General American and General American
Life Insurance Company Separate Account Eleven ("Account") as required by the
Securities Act of 1933, as amended ("Act").  I have supervised the
establishment of the Account on January 24, 1985, by the Board of Directors
of General American as a separate account for assets designed to support the
Policies, pursuant to the provisions of Section 309 of Chapter 376, of the
Revised Statutes of Missouri.

I have made such examination of the law and examined such corporate records
and such other documents as in my judgment are necessary and appropriate to
enable me to render the following opinion that:

      1.    General American has been duly organized under the laws of the
            State of Missouri and is a validly existing corporation.

      2.    The Account is duly created and validly existing as a separate
            account pursuant to the above-cited provisions of Missouri law.

      3.    The portion of the assets to be held in the Account equal to the
            reserves and other liabilities under the Policies is not
            chargeable with


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            liabilities arising out of any other business General American may
            conduct.

      4.    The Policies have been duly authorized by General American and,
            when issued as contemplated by the Registration Statement, as
            amended, will constitute legal, validly issued, and binding
            obligations of General American 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,




                        Matthew P. McCauley
                        Vice President,
                        Associate General Counsel

MPMcC:te\052198