EXHIBIT 5(a)
JOHN HANCOCK FINANCIAL SERVICES (JOHN HANCOCK LOGO)
the future is yours
Arnold R. Bergman
Chief Counsel - Variable Annuities
U.S. Wealth Management
601 Congress Street
Boston, MA 02210
(617) 663-2184
Fax: (617) 663-2197
E-Mail: abergman@jhancock.com
November 25, 2008
Re: John Hancock Variable Life Insurance Company MVAIs
Ladies and Gentlemen:
I have acted as counsel to John Hancock Variable Life Insurance Company, a
Massachusetts corporation, (the "Company") in connection with the preparation of
a joint Registration Statement on Form F-3 (the "Registration Statement") filed
by Manulife Financial Corporation, a Canadian corporation and indirect parent of
the Company ("Manulife"), and the Company with the Securities and Exchange
Commission (the "Commission") on November 25, 2008. The Registration Statement
relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of
the General Rules and Regulations promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), of up to an aggregate of $50,000,000 of the
Company's market value adjustment interests (the "MVAIs") under deferred annuity
contracts (the "Contracts"), and (b) the full and unconditional subordinated
guarantee of the Company's payment obligations under the Contracts by Manulife.
The MVAIs are to be (i) issued under forms of the Contracts between the Company
and owners of its Contracts; and (ii) guaranteed by Manulife pursuant to the
terms of a Subordinated Guarantee to be executed by Manulife (the "Subordinated
Guarantee"). A form of the Contracts and the Subordinated Guarantee have been
filed and incorporated by reference into the Registration Statement.
In connection with this opinion, I have examined (i) the Registration Statement;
(ii) a form of the Contracts; (iii) a form of the Subordinated Guarantee; (iv)
the Company's Articles of Organization, as currently in effect; (v) the
Company's Bylaws, as currently in effect; and (vi) resolutions adopted by the
Board of Directors of the Company relating to the filing of the Registration
Statement and related matters. I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of the
Company, certificates of officers or other representatives of the Company,
certificates of public officials and others, and such other agreements,
documents, certificates and records as I have deemed necessary or appropriate as
a basis for the opinion set forth herein.
In my examination, I assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photocopies and the authenticity of the originals of such
copies.
I am admitted to the Bar of the Commonwealth of Massachusetts, and do not
express any opinion as to the laws of any jurisdiction other than the
Commonwealth of Massachusetts. No opinion is expressed herein with respect to
the qualification of the MVAIs under the securities or blue-sky laws of any
state or any foreign jurisdiction. The MVAIs may be issued from time to time on
a delayed or continuous basis, but this opinion is limited to the laws,
including the rules and regulations thereunder, as in effect on the date hereof.
I express no opinion with respect to any question of choice of law, choice of
venue, or conflicts of laws.
Based upon and subject to the foregoing, I am of the opinion that, when the
MVAIs have been issued and sold in accordance with the terms of the Contracts
and the Subordinated Guarantee, such MVAIs will be legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
JOHN HANCOCK FINANCIAL SERVICES (JOHN HANCOCK LOGO)
the future is yours
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
NOVEMBER 25, 2008
PAGE 2
The opinion set forth above is subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of, or contribution to, a party with respect to a liability
where such indemnification or contribution is contrary to public policy; and
(iv) I express no opinion concerning the enforceability of any waiver of rights
or defenses with respect to stay, extension or usury laws.
For purposes of the opinions rendered above, I have assumed that the Company
will at all times in the future (i) be duly incorporated and validly existing as
a corporation under the laws of the Commonwealth of Massachusetts and (ii) have
the corporate power and authority to issue and sell the MVAIs. As of the date of
this opinion, the Company is duly organized and validly existing as a domestic
company under the laws of the Commonwealth of Massachusetts and has the
corporate power and authority to issue and sell the MVAIs.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this opinion under the caption "Legal
Opinions" in the prospectus included therein. In giving this consent, I do not
thereby admit that I am included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
This opinion is furnished by me, as counsel to the Company, in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
and, except as provided in the immediately preceding paragraph, is not to be
used, circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without my express prior written consent.
Very truly yours,
/s/ Arnold R. Bergman
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Arnold R. Bergman
Chief Counsel - Variable Annuities