[LOGO OF XXXX XXXXX] xxxxxxx@xxxx.xxx
xxx.xxxx.xxx
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.
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,
/s/ Xxxx Xxxxx, LLP
Xxxx Xxxxx LLP
. . .
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