1
 
                                                                       EXHIBIT 5
 
   
                                                                  March 25, 1996
    
Board of Directors
Merrill Lynch Life Insurance Company
320 West Capitol Avenue
Little Rock, Arkansas 72201
 
Gentlemen:
 
   
In my capacity as General Counsel of Merrill Lynch Life Insurance Company
("Company"), I have supervised the preparation of Post-Effective Amendment No. 1
to the registration statement on Form S-1 (File No. 33-58303) for the ASSET I
group modified guaranteed annuity contract ("Contract") to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933.
    
 
I am of the following opinion:
 
          (1)  The Company was organized in accordance with the laws of the
               State of Washington and redomesticated in accordance with the
               laws of the State of Arkansas and is a duly authorized stock life
               insurance company under the laws of Arkansas and the laws of
               those states in which the Company is admitted to do business;
 
          (2)  The Company is authorized to issue the Contracts in those states
               in which it is admitted and upon compliance with applicable local
               law;
 
          (3)  The Contracts, when issued in accordance with the prospectus
               contained in the aforesaid registration statement and upon
               compliance with applicable local law, will be legal and binding
               obligations of the Company 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 in my judgment are necessary or
appropriate.
 
I hereby consent to the filing of this opinion as an exhibit to the aforesaid
registration statement and to the reference to me under the caption "Legal
Matters" in the prospectus contained in said registration statement.
 
                                          Sincerely,
 
                                          /s/ Barry G. Skolnick
 
                                          Barry G. Skolnick
                                          Senior Vice President and
                                          General Counsel