The Manufacturers Life Insurance Company of New York
100 Summit Lake Drive, 2nd Floor
Valhalla, NY  10595


August 20, 2002

To whom it may concern,

This opinion is written in reference to the flexible premium variable universal
life insurance policy (the "Policy") to be issued by The Manufacturers Life
Insurance Company of New York, a New York corporation (the "Company"), with
respect to the variable portion of which a Registration Statement on Form S-6
(File No. 333-88972) (the "Registration Statement") is being filed under the
Securities Act of 1933, as amended (the"Act").

As Counsel to the Company, I have examined such records and documents and
reviewed such question of law as I deemed necessary for purposes of this
opinion.

1. The Company has been duly incorporated under the laws of the state of New
York and is a validly existing corporation.

2. The Manufacturers Life Insurance Company of New York Separate Account B (the
"Variable Life Account") is a separate account of the Company and is duly
created and validly existing pursuant to Article 42, Section 4240 of the New
York Insurance Laws.

3. The portion of the assets to be held in the Variable Life Account equal to
the reserves and other liabilities under the Policy is not chargeable with
liabilities arising out of any other business the Company may conduct.

4. The Policy, when issued in accordance with the prospectus contained in the
effective Registration Statement and upon compliance with applicable local law,
will be legal and binding obligations of the Company.

I consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement on Form S-6.



Very truly yours,

/s/ Kimberly C. Ciccarelli

Kimberly C. Ciccarelli
Secretary and Counsel