Exhibit 99.2(B)

                THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
                                73 TREMONT STREET
                                BOSTON, MA 02108


December 16, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:   Actuarial Opinion on Illustrations Contained in Pre-Effective Amendment
      No. 1 to a Registration Statement on Form S-6 (File No. 333-100567) (the
      "Amendment")

Dear Sirs:

This opinion is furnished in connection with the above-referenced Amendment
under the Securities Act of 1933, as amended, describing a flexible premium
variable universal life insurance policy (the "Policy") that is offered and sold
by The Manufacturers Life Insurance Company (U.S.A.).

      (1)   The illustrations of death benefits, Policy values, cash surrender
            values, and surrender values used in this Amendment are consistent
            with the provisions of the Policy and the Company's administrative
            procedures.

      (2)   The rate structure of the Policy has not been designed, and the
            assumptions for the illustrations (including sex, age, rating
            classification, and premium amount and payment schedule) have not
            been selected, so as to make the relationship between premiums and
            benefits, as shown in the illustrations, appear to be materially
            more favorable than for any other prospective purchaser with
            different assumption.

      (3)   The particular illustrations shown based on commonly used rating
            classifications and premium amounts and ages appropriate to the
            markets in which the Policy is sold.

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

Sincerely,

/s/Brian Koop

Brian Koop
Pricing Actuary