September 18, 1997


Transamerica Occidental Life
  Insurance Company
1150 South Olive Street
Los Angeles, CA 90015

Gentlemen:

With reference to the initial filing of the  registration  statement on Form S-6
by  Transamerica  Occidental  Life  Insurance  Company with the  Securities  and
Exchange Commission covering certain variable life insurance  contracts,  I have
examined such documents and such law as I considered  necessary and appropriate,
and on the basis of
such examinations, it is my opinion that:

         1.)      Transamerica   Occidental  Life  Insurance   Company  is  duly
                  organized and validly  existing under the laws of the State of
                  California.

         2.)      The  variable  life  insurance   contracts,   when  issued  as
                  contemplated by the said Form S-6 Registration Statement, will
                  constitute  legal,  validly issued and binding  obligations of
                  Transamerica Occidental Life Insurance
                  Company.

I hereby consent to the filing of this opinion as an exhibit to the said initial
Registration  Statement  on Form S-6 and to the  reference  to my name under the
caption  "Legal  Matters"  in the  prospectus  contained  in the  said  Form S-6
Registration  Statement. In giving this consent, I am not admitting that I am in
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities Act of 1933.

Very truly yours,


James W. Dederer
Executive Vice President,
General Counsel and
Corporate Secretary