[LETTERHEAD OF XXXX XXXXX LLP] EXHIBIT 9(b)
September 26, 2005
National Union Fire Insurance Company of Pittsburgh, Pa.,
00 Xxxx Xxxxxx, Xxxxx Xxxxx,
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"1933 Act") and the Investment Company Act of 1940 (the "1940 Act") of (i) the
General Guarantee Agreement, dated July 13, 1998, issued by National Union Fire
Insurance Company of Pittsburgh, Pa., a Pennsylvania insurance corporation (the
"Company"), in favor of each party insured under policies issued by American
International Life Assurance Company of New York, and (ii) the General Guarantee
Agreement, dated July 13, 1998, issued by the Company in favor of each party
insured under policies issued by AIG Life Insurance Company (collectively, the
"Guarantees"), you have requested our opinion with respect to the Guarantees.
We have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. We have also relied as to certain factual matters
on information obtained from public officials, officers of the Company and other
sources understood by us to be responsible.
Upon the basis of such examination, it is our opinion that the Guarantees
have been duly authorized, executed and delivered by the Company and each is a
valid and legally binding obligation of the Company subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
The foregoing opinion is limited to the laws of the Commonwealth of
Pennsylvania, and we express no opinion as to the effect of the laws of any
other jurisdiction. We have not participated in the preparation of the
Registration Statement, and we are expressing no opinion with respect to federal
and state securities laws.
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BALTIMORE XXXXXXXXXXXX XXXXXXXXXX NEWARK PHILADELPHIA PRINCETON
WASHINGTON WILMINGTON
A DELAWARE LIMITED LIABILITY PARTNERSHIP
September 26, 2005
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
1933 Act.
Very truly yours,
XXXX XXXXX LLP
Xxxx Xxxxx LLP
