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                                                                    Exhibit (a)5
    
 
   
November 3, 1998
    
 
   
MONY Life Insurance Company of America
    
   
1740 Broadway
    
   
New York, New York 10019
    
 
   
Gentlemen:
    
 
   
     In my capacity as Vice President and Deputy General Counsel of The Mutual
Life Insurance Company of New York, I have supervised the preparation and review
of the Registration Statement on Form S-1 (Registration No. 333-65423) filed by
MONY Life Insurance Company of America ("MONY America") with the Securities and
Exchange Commission under the Securities Act of 1933 for the registration of
guaranteed interest account with market value adjustment available under
flexible payment variable annuity contracts ("Contracts") to be issued by MONY
America. The variable portion of the Contracts was registered with the
Commission under Registration No. 333-59717.
    
 
   
My opinion is as follows:
    
 
   
1. MONY America has been duly organized under the laws of the State of Arizona,
   is a validly existing corporation, and has been duly authorized to issue the
   Contracts.
    
 
   
2. The Contracts, when issued as contemplated by the Registration Statement,
   will be legal, validly issued, and binding obligations of MONY America in
   accordance with their terms.
    
 
   
     In arriving at the foregoing opinion, I have made such examination of law
and examined such records and other documents as I judged to be necessary or
appropriate.
    
 
   
     I hereby consent to the filing of this opinion as an exhibit to the
Pre-Effective Amendment No. 1 to the Registration Statement.
    
 
   
Very truly yours,
    
 
   
/s/ EDWARD P. BANK
    
   
Edward P. Bank
    
   
Vice President and Deputy General Counsel