[Letterhead of GE Life and Annuity Assurance Company]


October 12, 1999



GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond,  VA  23230

Gentlemen:

With reference to Pre-Effective Amendment No. 1 to Registration Statement
333-82311 on Form S-6, filed by GE Life and Annuity Assurance Company and GE
Life & Annuity Separate Account II with the Securities and Exchange Commission
covering flexible premium joint and last survivor variable life insurance
policies, I have examined such documents and such law as I considered necessary
and appropriate, and on the basis of such examination, it is my opinion that:

1.    GE Life and Annuity Assurance Company is duly organized and validly
      existing under the laws of the Commonwealth of Virginia and has been duly
      authorized to issue individual flexible premium variable life insurance
      policies by the Bureau of Insurance of the State Corporation Commission of
      the Commonwealth of Virginia.

2.    GE Life & Annuity Separate Account II is a duly authorized and existing
      separate account established pursuant to the provisions of Section
      38.2-3113 of the Code of Virginia.

3.    The flexible premium variable life insurance policies, when issued as
      contemplated by said Form S-6 Registration Statement, will constitute
      legal, validly issued and binding obligations of GE Life and Annuity
      Assurance Company.

I hereby consent to the use of this letter, or copy thereof, as an exhibit to
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 (File
Number 333-82311) and the reference to me under the caption "Legal Matters" in
said Pre-Effective Amendment.

Sincerely,

/s/PATRICIA L. DYSART

Patrica L. Dysart
Assistant Vice President and
      Associate General Counsel
Law Department