EXHIBIT C
                         [LETTERHEAD OF MINNESOTA LIFE]


May 31, 2000



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


Gentlepersons:


In my capacity as counsel for Minnesota Life Insurance Company (the "Company"),
I have reviewed certain legal matters relating to the Company's Separate Account
entitled Minnesota Life Variable Life Account (the "Account") in connection with
Pre-Effective Amendment No. 1 to its Registration Statement on Form S-6. This
Pre-Effective Amendment is to be filed by the Company and the Account with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to certain variable life insurance policies (Securities and
Exchange Commission File No. 333-96383).


Based upon that review, I am of the following opinion:

     1. The Account is a separate account of the Company duly created and
        validly existing pursuant of the laws of the State of Minnesota; and

     2. The issuance and sale of the variable life insurance policies funded by
        the Account have been duly authorized by the Company and such policies,
        when issued in accordance with and as described in the current
        Prospectus contained in the Registration Statement, and upon compliance
        with applicable local and federal laws, will be legal and binding
        obligations of the Company in accordance with their terms.

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

Sincerely,

/s/ Donald F. Gruber

Donald F. Gruber
Assistant General Counsel