Exhibit 2.

September 20, 2000


Southland Life Insurance Company
1290 Broadway
Denver, Colorado  80203-5699

Dear Sirs:

This opinion is furnished in connection with the Form S-6 Registration Statement
being filed by Southland Life Insurance Company ("Southland") under the
Securities Act of 1933, as amended (the "Act"), for the offering of interests
("Interests") in Southland Separate Account L1 ("Separate Account L1") under the
Flexible Premium Variable Life Insurance Policies ("Policies") to be issued by
Southland. The securities being registered under the Act are to be offered in
the manner described in the Registration Statement.

I have examined or supervised the examination of all such corporate records of
Southland and such other documents and such laws as I consider appropriate as a
basis for the opinion hereinafter expressed. On the basis of such examination,
it is my opinion that:

1.   Southland is a corporation duly organized and validly existing under the
     laws of the State of Texas.

2.   Separate Account L1 was duly created as a separate investment account of
     Southland pursuant to the laws of the State of Texas.

3.   The assets of Separate Account L1 will be owned by Southland. Under
     Colorado law and the provisions of the Policies, the income, gains and
     losses, whether or not realized, from assets allocated to Separate Account
     L1 must be credited to or charged against such Account, without regard to
     the other income, gains or losses of Southland.

4.   The Policies provide that the assets of Separate Account L1 may not be
     charged with liabilities arising out of any other business Southland may
     conduct, except to the extent that assets of Separate Account L1 exceed its
     liabilities arising under the Policies.





September 20, 2000
Page 2

5.   The Policies and the Interests in Separate Account L1 to be issued under
     the Policies have been duly authorized by Southland; and the Policies,
     including the Interests therein, when issued and delivered, will constitute
     validly issued and binding obligations of Southland in accordance with
     their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.

Very truly yours,


/s/ Gary W. Waggoner

Gary W. Waggoner
Chief Counsel