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Registration No. 33-89848
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
UNITED OF OMAHA SEPARATE ACCOUNT C
OF
UNITED OF OMAHA LIFE INSURANCE COMPANY
EXHIBITS
TO
THE REGISTRATION STATEMENT ON FORM N-4
under
THE SECURITIES ACT OF 1933, Post-Effective Amendment No. 18
and
THE INVESTMENT COMPANY ACT OF 1940, Amendment No. 51
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April 28, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
(9) Opinion and Consent of Counsel.
(10) Consent of Independent Auditors.
(14) Powers of Attorney
Exhibit (9): Opinion and Consent of Counsel.
UNITED OF OMAHA LIFE INSURANCE COMPANY
Mutual of Omaha Plaza, ▇-▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-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 Post-Effective Amendment Number 18 for Registration Number
33-89848 on Form N-4 filed by United of Omaha Life Insurance Company and United
of Omaha Separate Account C with the Securities and Exchange Commission covering
variable annuity contracts (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 annuity contracts by the Department of
Insurance of the State of Nebraska.
2. United of Omaha Separate Account C is a duly authorized and existing
separate account established pursuant to the provisions of Sections
44-402.01 and 44-2221 of the Revised Statutes of the State of Nebraska.
3. The variable annuity contracts, when issued as contemplated by the Form N-4
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 18 to the Form N-4 Registration Statement and to the use of my
name under the caption "Legal Proceedings" in the Prospectus contained in the
Registration Statement.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Counsel
United of Omaha Life Insurance Company
