Exhibit 3

    Opinion of counsel as to the legality of the securities being registered






                                 WRL Letterhead

June 11, 1999

Board of Directors
Western Reserve Life Assurance
  Co. of Ohio
WRL Series Life Account
570 Carillon Parkway
St. Petersburg, Florida 33716

Gentlemen:

In my capacity as Vice President, Assistant Secretary and Associate General
Counsel of Western Reserve Life Assurance Co. of Ohio ("WRL"), I have
participated in the preparation and review of this Pre-Effective Amendment No. 1
to the Registration Statement on Form S-6 (File No. 333-68367) filed with the
Securities and Exchange Commission under the Securities Act of 1933 for the
registration of both individual and joint survivorship modified single premium
variable life insurance policies (the "Policies") to be issued with respect to
the WRL Series Life Account (the "Account"). The Account was established on July
16, 1985, by the Board of Directors of WRL as a separate account for assets
applicable to the Policies, pursuant to the provisions of Section 3907.15 of the
Ohio Revised Code and Rule 3901-1-12 of the Administrative Code of Ohio.

I am of the following opinion:

  1.  WRL has been duly organized under the laws of Ohio and is a validly
      existing corporation.

  2.  The Account has been duly created and is validly existing as a separate
      account pursuant to the aforesaid provision of Ohio law.

  3.  Section 3907.15 of the Ohio Revised Code provides that the portion of the
      assets of the Account equal to the reserves and other liabilities for
      variable benefits under the Policies is not chargeable with liabilities
      arising out of any other business WRL may conduct. Assets allocated to the
      fixed account under the Policies, however, are part of WRL's general
      account and are subject to WRL's general liabilities from business
      operations.

  4.  The Policies, when issued as contemplated by the Registration Statement,
      will be legal and binding obligations of WRL in accordance with their
      terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ THOMAS E. PIERPAN
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Thomas E. Pierpan
Vice President, Assistant Secretary
and Associate General Counsel