151 Farmington Avenue Hartford, CT 06156 April 1, 1997 Susan E. Bryant Counsel Law Division, RE4A Investments & Financial Services (860) 273-7834 Fax: (860) 273-8340 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Aetna Life Insurance and Annuity Company Post-Effective Amendment No. 2 to Registration Statement on Form S-2 File No. 33-64331 Prospectus Title: Aetna Multi-Rate Annuity Dear Sirs: As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I have represented the Company in connection with the Aetna Multi-Rate Annuity (the "Annuity") available under certain variable annuity contracts and the S-2 Registration Statement relating to such Annuity. In connection with such representation, I have reviewed Post-Effective Amendment No. 2 to the Registration Statement on Form S-2 relating to such Annuity, including the prospectus, and relevant proceedings of the Board of Directors. Based upon this review, and assuming the securities represented by the Company are issued in accordance with the provisions of the prospectus, I am of the opinion that the securities, when sold, will have been legally issued, and will constitute a legal and binding obligation of the Company. I further consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Susan E. Bryant Susan E. Bryant Counsel Aetna Life Insurance and Annuity Company