MEMBERS LIFE INSURANCE COMPANY
2000 Heritage Way
Waverly, Iowa 50677
August 2, 2013
Board of Directors
MEMBERS Life Insurance Company
2000 Heritage Way
Waverly, Iowa 50677
Re: MEMBERS Life Insurance Company Offering of Single Premium
Deferred Annuity Contract Registration Statement on Form S-1
Dear Board of Directors:
In my capacity as the Associate General Counsel of MEMBERS Life Insurance
Company, an Iowa corporation (the "Company") and with reference to the
Registration Statement on Form S-1 (File No. 333-186477) filed by the Company,
as Registrant, with the Securities and Exchange Commission, on February 6, 2013
and amended by Pre-Effective Amendment No. 1 on June 12, 2013 and Pre-Effective
Amendment No. 2 on August 2, 2013 (together, the "Registration Statement"), I am
delivering this opinion in connection with the sale of the single premium
deferred annuity contracts (the "Contracts") issued by the Company having an
aggregate offering price of up to $100,000,000 in accordance with the
distribution agreement dated as of June 11, 2013 between the Company and CUNA
Brokerage Services, Inc. (the "Distribution Agreement"). This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K promulgated under the Securities Act of 1933, as amended (the "Securities
Act").
I have participated in the legal review in connection with the Registration
Statement and examined such documents and such law as I have considered
necessary and appropriate. I have also examined originals or copies, certified
or otherwise identified to my satisfaction, of such records of the Company and
such agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth below. In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and the execution and delivery by
such parties of such documents and the validity and binding effect thereof on
such parties. As to any facts material to the opinions expressed herein that I
did not independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company and others
and of public officials.
My opinion set forth herein is limited to the laws of the State of Iowa and
United States federal law, and I am expressing no opinion as to the effect of
the laws of other jurisdictions. Insofar as the opinions expressed herein relate
to matters governed by laws other than those set forth in the preceding
sentence, I have assumed, without having made any independent investigation,
that such laws do not affect any of the opinions set forth herein. The opinions
expressed herein are based on laws in effect on the date hereof, which laws are
subject to change with possible retroactive effect. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, it is my opinion that:
1) The Company is duly organized and existing under the laws of the State of
Iowa and has been duly authorized to issue the Contracts by the Commissioner of
Insurance of the State of Iowa.
2) The Contracts registered by the above Registration Statement have been duly
authorized and, when issued pursuant to the Distribution Agreement, will be
validly issued, fully paid and non-assessable and binding obligations of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the prospectuses constituting part of the Registration
Statement.
I do not admit by giving this consent that I am included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission. This opinion is expressed as of the
date hereof unless otherwise expressly stated and I disclaim any undertaking to
advise you of any subsequent change in the facts stated or assumed herein or of
any subsequent changes in applicable law.
Very truly yours,
/s/ Ross D. Hansen
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Ross D. Hansen
Associate General Counsel