1



                                   EXHIBIT 2.

         OPINION AND CONSENT OF ARNOLD R. BERGMAN, VICE PRESIDENT-LEGAL
                    OF FIRST VARIABLE LIFE INSURANCE COMPANY







                                      47
   2


                                                                      Exhibit 2.

[FIRST VARIABLE LIFE LOGO]

October  31, 1997

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

Re:      Registration of Contract Interests
         Separate Account VL of First Variable Life Insurance Company
         (File No. 333-19193)

Dear Sir/Madam:

In my capacity as Vice President - Legal of First Variable Life Insurance
Company ("First Variable"), I have acted as chief legal officer with regard to
variable life insurance contracts ("Contracts") described in the captioned
Registration and funded in Separate Account VL ("Separate Account") of First
Variable. I have examined the Articles of Incorporation and Bylaws of First
Variable, the Contracts and such other records as I have deemed necessary in
connection with the rendering of this opinion.

Based upon the foregoing and having regard for such legal consideration as I
have deemed relevant, I am of the opinion that:

1.   First Variable is a duly organized and existing stock life insurance
     company under the laws of the state of Arkansas authorized to issue life
     insurance and annuity contracts.

2.   The establishment of the Separate Account has been duly authorized by the
     Board of Directors of First Variable.

3.   The Contracts, when duly issued and delivered by First Variable for value,
     are valid and enforceable obligations of the Company under Arkansas law,
     except as limited by bankruptcy and other laws generally affecting the
     rights of creditors.

This opinion speaks only as of the date hereof and I expressly disclaim any
obligation to update it for any change in the law or facts occurring subsequent
to the date hereof.

I consent to the use in Registration  No. 333-19193 of this opinion letter.

Very truly yours,


/s/ Arnold R. Bergman
- ------------------------
Arnold R. Bergman
Vice President -  Legal*

*Admitted in NY


                                       48