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                                                                      EXHIBIT 2

                                 April 13, 1998

National Life Insurance Company
National Life Drive
Montpelier, Vermont  05604

Dear Sirs:

           This opinion is furnished in connection with the filing of a
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-6
("Registration Statement") under the Securities Act of 1933, as amended, of
National Variable Life Insurance Account (the "Separate Account") and National
Life Insurance Company ("National Life"), covering an indefinite amount of
premiums expected to be received under certain last survivor flexible premium
adjustable benefit individual variable life insurance policies ("Policies") to
be offered by National Life. Under the Policies, amounts will be allocated by
National Life to the Separate Account as described in the prospectus included
in the Registration Statement to support reserves for such Policies.

           In my capacity as General Counsel of National Life, I have examined
all such corporate records of National Life and such other documents and laws
as I consider appropriate as a basis for the opinion hereinafter expressed.
Based upon such examination, I am of the opinion that:

           1.   National Life is a corporation duly organized and validly
existing under the laws of the State of Vermont.

           2.   The Separate Account has been duly created and is validly
existing as a separate account pursuant to Title 8, Vermont Statutes Annotated,
Sections 3855 to 3859.

           3.   The portion of the assets to be held in the Separate Account
equal to the reserves and other liabilities under the Policies is not
chargeable with liabilities arising out of any other business National Life may
conduct.

           4.   The Policies have been duly authorized by National Life and, 
when issued as contemplated by the Registration Statement, will constitute
legal, validly issued and binding obligations of National Life in accordance
with their terms.

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

                                      Very truly yours,



                                      Jeffrey P. Johnson
                                      General Counsel