EXHIBIT 5(b)
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: Guarantee of John Hancock Variable Life Insurance MVAIs
Ladies and Gentlemen:
I have acted as special United States legal counsel to Manulife Financial
Corporation, a Canadian corporation ("Manulife") and indirect parent of John
Hancock Variable Life Insurance Company, a Massachusetts corporation (the
"Company"), for the purpose of rendering a legal opinion as to certain matters
of United States law in connection with the joint Registration Statement on Form
F-3 (the "Registration Statement") filed by 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 by Manulife of the Company's payment
obligations with respect to the MVAI portion of the Contracts. 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; and (iii) a form of the Subordinated Guarantee,
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 have 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 I do not
express any opinion as to the laws of any jurisdictions other than the United
States and the Commonwealth of Massachusetts. Insofar as the opinions expressed
herein relate to matters governed by the laws of Canada, I have relied upon the
opinion of Torys LLP, special legal counsel in Canada for Manulife, dated
November 25, 2008, filed as Exhibit 5(c) to the Registration Statement. No
opinion is expressed herein with respect to the qualification of the
Subordinated Guarantee under the securities or blue-sky laws of any state or any
foreign jurisdiction. 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, Manulife's obligations under the Subordinated
Guarantee with respect to such MVAIs will constitute legal, valid and binding
obligations of Manulife, enforceable against Manulife in accordance with the
terms of the Subordinated Guarantee.
JOHN HANCOCK FINANCIAL SERVICES (JOHN HANCOCK LOGO)
the future is yours
MANULIFE FINANCIAL CORPORATION
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 at or prior to the
time of the delivery of the Contracts, (i) the Board of Directors (or the
relevant equivalent) of Manulife shall have duly approved, authorized and
executed the Subordinated Guarantee and such authorization shall not have been
modified or rescinded; (ii) the Registration Statement shall have been declared
effective and such effectiveness shall not have been terminated or rescinded;
and (iii) there shall not have occurred any change in law affecting the validity
or enforceability of the Subordinated Guarantee. I have also assumed that none
of the terms of the Subordinated Guarantee, nor the issuance and delivery of
such security, nor the compliance by Manulife with the terms of such
Subordinated Guarantee will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon
Manulife, or any restriction imposed by any court or governmental body having
jurisdiction over Manulife.
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 United States legal counsel to Manulife, 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, provided that Torys LLP may rely on this opinion in connection with its
opinion filed as Exhibit 5(c) to the Registration Statement.
Very truly yours,
/s/ Arnold R. Bergman
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Arnold R. Bergman
Chief Counsel - Variable Annuities