(DYKEMA LOGO)                                  Dykema Gossett PLLC
                                               Franklin Square, Third Floor West
                                               1300 I Street N.W.
                                               Washington, DC 20005
                                               WWW.DYKEMA.COM
                                               Tel: (202) 906-8600
                                               Fax: (202) 906-8669

July 16, 2009

John Hancock Life Insurance Company (U.S.A.)
601 Congress Street
Boston, MA 02210

Re: Offering of Modified Guaranteed Annuity Contracts
    Containing Market Value Adjustment Interests

Ladies and Gentlemen:

     We have acted as special counsel to John Hancock Life Insurance Company
(U.S.A.), a Michigan stock life insurance company (the "Company"), in connection
with the preparation of a joint Registration Statement on Form F-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") on May 8, 2009, as amended through the date of this opinion, by
Manulife Financial Corporation, a Canadian corporation and indirect parent of
the Company ("MFC"), and the Company. The Registration Statement relates to (i)
the issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of modified guaranteed annuity contracts (the
"Contracts") that contain market value adjustment interests (the "MVAIs") in an
aggregate amount not to exceed $3 billion, and (ii) the full and unconditional
subordinated guarantee of the Company's payment obligations with respect to the
MVAIs. The MVAIs are to be issued under the forms of Contracts between the
Company and its customers and guaranteed by MFC pursuant to the terms of a
Subordinated Guarantee dated July 15, 2009 (the "Subordinated Guarantee"). A
form of the Contracts and the Subordinated Guarantee have been filed as exhibits
to the Registration Statement.

     In rendering the opinion set forth herein, we have reviewed such questions
of law as we have considered necessary and appropriate and have examined and
relied upon originals or copies of the following:

     (a) the Registration Statement;

     (b) a form of the Contracts;

     (c) a form of the Subordinated Guarantee;

           California | Illinois | Michigan | Texas | Washington D.C.



(DYKEMA LOGO)

John Hancock Life Insurance Company (U.S.A.)
July 16, 2009
Page 2


     (d) the Company's Articles of Redomestication, as amended and currently in
     effect;

     (e) the Company's By-laws, as amended and currently in effect;

     (f) the Company's Certificate of Authority to transact a life insurance
     business, issued by the Commissioner of the Office of Financial and
     Insurance Regulation of the State of Michigan Department of Energy, Labor
     and Economic Growth (the "Commissioner"), as currently in effect;

     (g) a Certificate of Compliance from the Commissioner; and

     (i) resolutions adopted by the written consent of the Executive Committee
     of the Board of Directors of the Company relating to the issuance of the
     Contracts, the filing of the Registration Statement and related matters.

We have been furnished with and examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed relevant under the circumstances as a basis for the opinion hereinafter
expressed.

     For purposes of this opinion, we have assumed, without independent
verification: (i) the genuineness of all signatures on all documents; (ii) the
legal capacity of each natural person signing any document reviewed by us; (iii)
the authenticity of all documents submitted to us as originals; (iv) the
conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of such copies; (v) the correctness and accuracy
of all facts set forth in all certificates, reports and agreements; (vi) that
all parties to the documents reviewed by us (other than the Company) have full
power and authority to execute, to deliver and to perform their obligations
under such documents and under the documents required or permitted to be
delivered and performed thereunder; and (viii) that all such documents have been
duly authorized by all necessary action, have been duly executed by such
parties, have been duly delivered by such parties and are valid, binding and
enforceable obligations of the parties thereto.

     We do not express any opinions as to the laws of any jurisdictions other
than the United States and the State of Michigan. No opinion is expressed with
respect to the qualification of the Contracts under the securities or "blue-sky"
laws of any state, including the State of Michigan, or any foreign jurisdiction.
The Contracts may be issued from time to time on a delayed or continuous basis,
but this opinion is limited to the laws, including the rules and regulations
thereunder, as in effect on the date hereof. We express no opinion with respect
to any question of choice of law.

           California | Illinois | Michigan | Texas | Washington D.C.



(DYKEMA LOGO)

John Hancock Life Insurance Company (U.S.A.)
July 16, 2009
Page 3


     Based upon and subject to the foregoing and the other qualifications and
limitations stated herein, we are of the opinion that: the MVAIs, when issued
and sold in accordance with the terms of Contracts, will be legal, valid and
binding obligations of the Company.

     This opinion is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the enforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of, or contribution to, a party with respect to a liability
where such indemnification or contribution is contrary to public policy; and
(iv) we express no opinion concerning the enforceability of any waiver of rights
or defenses with respect to stay, extension or usury laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the caption
"Legal Opinions" in the prospectus included in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.

     This opinion has been furnished by us, as special counsel to the Company,
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under
the Securities Act and, except as provided in the immediately preceding
paragraph, may not be used, circulated or quoted for any purpose or otherwise
referred to or relied upon by any person without our prior written consent. This
opinion is as of the date hereof, and we undertake no obligation to revise or
supplement this opinion should any law in effect be changed by legislative
action, judicial decision or otherwise or should any status on the date hereof
change with the lapse of time.

     Very truly yours,


     /s/ Dykema Gossett PLLC

           California | Illinois | Michigan | Texas | Washington D.C.