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AUSA LIFE INSURANCE COMPANY, INC.
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November 18, 1996
AUSA Life Insurance Company, Inc.
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Dear Sir or Madam:
In my capacity as Vice President of AUSA Life Insurance Company, Inc.
("AUSA"), I have acted as counsel to AUSA in connection with the establishment
of Diversified Investors Strategic Variable Funds ("DISVF") on April 15, 1996 by
the Board of Directors of AUSA as a separate account for assets applicable to
certain group variable annuity contracts) ("Contract(s)"), pursuant to the
provisions of Section 4240 of the New York Insurance Laws. I have participated
in the preparation and review of the Registration Statement on Form N-3 which
was filed by AUSA with the Securities and Exchange Commission under the
Securities Act of 1933 on July 22, 1996 (Registration No. 333-8543) for the
registration of a Contract(s).
I am of the following opinion:
(1) AUSA has been duly organized under the laws of New York and
is a validly existing corporation, and has been duly authorized to
issue the Contract(s).
(2) DISVF has been duly created and is validly existing as a
separate account pursuant to the aforesaid provisions of New York law.
(3) The portion of the assets to be held in DISVF equal to the
reserve and other liabilities for variable benefits under the
Contract(s) is not chargeable with liabilities arising out of any other
business AUSA may conduct.
(4) The Contract(s), when issued as contemplated by the
Registration Statement, will be legal, validly issued, and a binding
obligation of AUSA in accordance with its terms.
In arriving at the foregoing opinon, I have made such examination of
law and examined such records and other documents as I judged to be necessary
or appropriate.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
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Vice President & Assistant Secretary