3    Opinion of Counsel

September 8, 1998


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. 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,



David M. Goldstein
Vice President