EXHIBIT E


                         [LETTERHEAD OF MINNESOTA LIFE]



January 31, 2000



Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota  55101


Re:  Variable Adjustable Life Policy


Dear Sir or Madam:

This opinion is furnished in connection with the filing of the Registration
Statement on Form S-6 ("Registration Statement"), which covers premiums expected
to be received under Variable Adjustable Life Insurance Policy ("Policies") on
the form referenced above and offered by Minnesota Life Insurance Company.  The
prospectus included in the Registration Statement describes policies which will
be offered by Minnesota Life, after the Registration Statement is declared
effective, in each state where they have been approved by appropriate state
insurance authorities.  The policy form was prepared under my direction, and I
am familiar with the Registration Statement and Exhibits thereto.  In my
opinion:

(1)  The illustrations of death benefits, policy values and accumulated premiums
     for the Policy, illustrated in Appendix I of the prospectus entitled
     "Illustrations of Policy Values, Death Benefits and Premiums" based upon
     the assumptions stated, are consistent with the provisions of the Policies.
     The rate structure of the Policies has not been designed so as to make the
     relationship between premiums and benefits, as shown in Appendix I, appear
     to be correspondingly more favorable to a prospective purchaser of a Policy
     for males age 40 than to prospective purchasers of Polices for a male at
     other ages or for a female at other ages.

(2)  The information with respect to the Policy contained in Appendix III,
     entitled "Illustration of Death Benefit Calculation," based upon the
     assumptions stated therein, is consistent with the provisions of the
     Policies.

(3)  The description under the heading "Example of Sales Charge and Additional
     Face Amount Charge Calculation," describing certain computations in
     illustrated situations and in Appendix IV, is consistent with the
     provisions of the Policies.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
Prospectus.

Very truly yours,

/s/ Robert J. Ehren, F.S.A.

Robert J. Ehren, F.S.A.
Director and Actuary

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