[LETTERHEAD OF XXXX XXXXX LLP] EXHIBIT (k)(2)
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
