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                                                                       EXHIBIT 2


   
                                           February 8, 1999
    

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 Sentinel Benefit Provider
variable universal life insurance policies intended primarily for the Corporate
Market ("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 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,



                                           D. Russell Morgan
                                           Counsel