Direct Dial  (314) 444-0647
                                                         Fax #    (314) 444-0510
                                 23 August 1999




Matthew P. McCauley
Vice President
Associate General Counsel
mmccauley@genam.com



Paragon Life Insurance Company
100 South Brentwood Boulevard
St. Louis, Missouri 63105

Dear Sirs:

This opinion is furnished in connection with the offering of Flexible Premium
Joint and Last Survivor Variable Life Insurance policies of Paragon Life
Insurance Company ("Paragon") and Separate Account D of Paragon Life Insurance
Company ("Separate Account") under the Securities Act of 1933, as amended (the
"Act").

I am the Vice president and General Counsel of Paragon, and in such capacity I
am familiar with Paragon's Articles of Incorporation and By-Laws and have
reviewed all statements, records, instruments and documents which I have deemed
necessary to examine for the purpose of this opinion. I have examined the form
of registration statement to be filed with the Securities and Exchange
Commission of Form S-6 in connection with the registration under the Act, of the
Contracts. I have supervised the establishment of the Separate Account on 3
January 1995, by the Board of Directors of Paragon as a Separate Account for
assets designed to support the contracts. I am familiar with the proceedings
taken and proposed to be taken in connection with the authorization, issuance
and sale of the contracts. Based upon a review of these documents and such laws
that I consider appropriate, I am of the opinion that:

     1. Paragon is validly organized and in good standing under the laws of the
     State of Missouri and a validly existing corporation.

     2. The Separate Account is duly created and validly existing as a Separate
     Account pursuant to the provisions of Section 309 of Chapter 376 of the
     Revised Statutes of Missouri.

     3. The Individual Contracts to be issued pursuant to the terms of the
     Registration Statement have been duly authorized and, when issued and
     delivered as provided therein, will constitute legal, validly issued, and
     binding obligations of Paragon in accordance with their terms.


23 August 1999
Page 2


     4. To the extent so provided in the Contracts, the portion of the assets to
     be held in the Separate Account equal to the reserves and liabilities under
     the Contracts will not be chargeable with liabilities arising out of any
     other business Paragon may conduct.

     5. General American Life Insurance Company's resolution dated 20 December
     1984 stating that it will assume all policies issued by Paragon, honor all
     guarantees in said policies, and make determinations with respect to the
     non-guaranteed aspects of Paragon's policies as if they were issued by
     General American Life Insurance Company in the event Paragon ceases to be a
     life insurance subsidiary of General American Life Insurance Company, does
     not constitute a guarantee of the investment experience or cash values of
     any Contract issued by Paragon.

     6. The disclosure in the Registration Statement regarding the resolution
     described in item 5 has been prepared or reviewed by me, and is fair,
     correct, and complete in all material respects.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

                                        Very truly yours,

                                        /S/ Matthew P. McCauley
                                        ------------------------
                                        Matthew P. McCauley