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REGISTRATION NO. 333 -35587
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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UNITED OF OMAHA SEPARATE ACCOUNT B
OF
UNITED OF OMAHA LIFE INSURANCE COMPANY
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EXHIBITS
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TO
THE POST-EFFECTIVE AMENDMENT NO. 14 TO THE
REGISTRATION STATEMENT ON FORM N-6
UNDER
THE SECURITIES ACT OF 1933
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April 28, 2006
EXHIBIT INDEX
EXHIBIT # DESCRIPTION OF EXHIBIT
27(k). Opinion and Consent of Counsel.
27(n) Consent of Independent Auditor.
UNITED OF OMAHA LIFE
INSURANCE COMPANY
Mutual of Omaha Xxxxx, 0-Xxx
Xxxxx, Xxxxxxxx 00000-1008
April 28, 2006
United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175-1008
To Whom It May Concern:
With reference to the Post-Effective Amendment Number 14 for Registration Number
333-35587 on Form N-6 filed by United of Omaha Life Insurance Company and United
of Omaha Separate Account B with the Securities and Exchange Commission covering
flexible premium variable life insurance policies (the "Amendment"), I have
examined such documents and such laws as I considered necessary and appropriate,
and on the basis of such examination, it is my opinion that:
1. United of Omaha Life Insurance Company is duly organized and validly
existing under the laws of the State of Nebraska and has been duly
authorized to issue variable life insurance policies by the Insurance
Department of the State of Nebraska.
2. United of Omaha Separate Account B is a duly authorized and existing
separate account established pursuant to the provisions of Section
44-402.01 of the Revised Statutes of the State of Nebraska.
3. The flexible premium variable life insurance policies, when issued as
contemplated by the Form N-6 Registration Statement, will constitute
legal, validly issued and binding obligations of United of Omaha Life
Insurance Company.
4. The Amendment does not contain disclosures that would render it
ineligible to become effective under paragraph (b) of Rule 485 under
the Securities Act of 1933.
I hereby consent to the filing of this opinion as an exhibit to Post-Effective
Amendment Number 14 to the Form N-6 Registration Statement and to the use of my
name under the caption "Legal Proceedings" in the Prospectus contained in the
Registration Statement.
Sincerely,
/s/ Xxxxxx X. XxXxxxxx
Xxxxxx X. XxXxxxxx
General Counsel
United of Omaha Life Insurance Company
