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                                                             Exhibit 5 and 23(b)



                                             April __, 1997


The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut  06183


Gentlemen:

        With reference to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-2 filed by The Travelers Life and Annuity Company with the
Securities and Exchange Commission covering Modified Guaranteed 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 Travelers Life and Annuity Company is duly organized and
               existing under the laws of the State of Connecticut and has been
               duly authorized to do business and to issue variable annuity
               contracts by the Insurance Commissioner of the State of
               Connecticut.

        2.     The modified guaranteed annuity contracts covered by the above
               Registration Statement, and all pre-and post-effective amendments
               relating thereto, have been and authorized by the Insurance
               Commissioner of the State of Connecticut and when issued will be
               valid, legal and binding obligations of The Travelers Life and
               Annuity Company.

        I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus constituting
a part of Post-Effective Amendment No. 1.

                                          Very truly yours,



                                          Katherine M. Sullivan
                                          General Counsel
                                          The Travelers Life and Annuity Company
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                                                                  April __, 1997


The Travelers Insurance Company
One Tower Square
Hartford, Connecticut  06183


Gentlemen:

        With reference to the Post-Effective Amendment No.1 to the Registration
Statement on Form S-2 filed by The Travelers Insurance Company with the
Securities and Exchange Commission covering Modified Guaranteed 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 Travelers Insurance Company is duly organized and existing
               under the laws of the State of Connecticut and has been duly
               authorized to do business and to issue variable annuity contracts
               by the Insurance Commissioner of the State of Connecticut.

        2.     The Limited Guarantee of the modified guaranteed annuity
               contracts covered by the above Registration Statement, and all
               pre- and post-effective amendments relating thereto, have been
               approved and authorized by the Insurance Commissioner of the
               State of Connecticut and when issued will be valid, legal and
               binding obligations of The Travelers Insurance Company.

        I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus constituting
a part of Post-Effective Amendment No. 1.

                                           Very truly yours,



                                           Katherine M. Sullivan
                                           General Counsel
                                           The Travelers Insurance Company