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                                    Exhibit 2



                     Peoples Benefit Life Insurance Company
                              4333 Edgewood Rd. NE
                             Cedar Rapids, IA 52499
                                 April 16, 2001

Ladies and Gentlemen:

As Vice President and General Counsel, Individual Division, of Peoples Benefit
Life Insurance Company (the "Company"), I have general supervision of the legal
affairs of the Company's Individual Division. In connection with the proposed
registration statement under the Securities Act of 1933, as amended, of certain
variable universal life insurance policies (the "Contracts") to be issued by the
Company through Peoples Benefit Variable Life Account A (the "Separate
Account"), I have been advised by members of our legal staff concerning the
establishment of the Separate Account by the Board of Directors of the Company
on October 6, 2000 as a separate account for assets applicable to variable life
insurance policies, pursuant to the provisions of the Iowa Insurance Laws. I
have further been advised by members of our legal staff concerning such other
documents and matters of law as I deem necessary and appropriate for this
opinion, and I therefore advise you that:

1.      The Company was duly organized and is a validly existing corporation
under the laws of the State of Iowa.

2.      The Company has been duly authorized by the Iowa Department of Insurance
to issue variable life insurance policies.

3.      The Separate Account is a separate account of the Company duly created
and validly existing pursuant to the laws of the State of Iowa. The assets of
the Separate Account are owned by the Company. The income, gains and losses,
realized or unrealized, from assets allocated to the Separate Account must be
credited to or charged against the Separate Account, without regard to other
income, gains or losses of the Company.

4.      The Contracts, when issued in accordance with the prospectus
constituting a part of the Registration Statement and upon compliance with
applicable local law, will be legal, validly issued and binding obligations of
the Company in accordance with their respective terms.

5.      The portion of the assets held in the Separate Account equal to reserves
and other contract liabilities with respect to the Separate Account is not
chargeable with liabilities arising out of any other business the Company may
conduct.

I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Legal Matters" in the
prospectus constituting a part of the Registration Statement.

Very truly yours,

S/John D. Cleavenger
John D. Cleavenger
Vice President and General Counsel, Individual Division