EXHIBIT 2

                              [Letterhead of PL&A]
May 24, 2001

Pacific Life & Annuity Company
700 Newport Center Drive
Newport Beach, CA  92660

Dear Sirs:

In my capacity as Senior Vice President and General Counsel of Pacific Life &
Annuity Company ("PL&A") I, or attorneys employed by PL&A under my general
supervision, have supervised the establishment of Pacific Select Exec Separate
Account of Pacific Life & Annuity Company on September 24, 1998, which has been
authorized by resolutions of the Board of Directors of PL&A adopted July 1,
1998, concerning Pacific Select Exec Separate Account as the separate account
for assets applicable to Pacific Select Estate Preserver-NY Last Survivor
Flexible Premium Variable Universal Life Insurance Policies ("Policies"),
pursuant to the provisions of A.R.S. Sections 20-2606, 250-651, 20-515, and 20-
536.01 of the Insurance Code of the State of Arizona.  Moreover, I have been
associated with the preparation of the Registration Statement on Form S-6
("Registration Statement") filed by PL&A and Pacific Select Exec Separate
Account (File No. pending) with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of interests in the
Pacific Select Exec Separate Account funding the Policies.

I have made such examination of the law and examined such corporate records and
such other documents as in my judgment are necessary and appropriate to enable
me to render the following opinion that:

    1.  PL&A has been duly organized under the laws of the State of Arizona and
        is a validly existing corporation.

    2.  Pacific Select Exec Separate Account is duly created and validly
        existing as a separate account, pursuant to the aforesaid provisions of
        Arizona law.

    3.  The portion of the assets to be held in Pacific Select Exec Separate
        Account equal to the reserves and other liabilities under the Policies
        and any other policies issued by PL&A that are supported by Pacific
        Select Exec Separate Account is not chargeable with liabilities arising
        out of any other business PL&A may conduct.

    4.  The Policies have been duly authorized by PL&A and, when issued as
        contemplated by the Registration Statement, will constitute legal,
        validly issued and binding obligations of PL&A, except as limited by
        bankruptcy and insolvency laws affecting the right of creditors
        generally.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ DAVID R. CARMICHAEL

David R. Carmichael
Senior Vice President and
General Counsel

DRC/kjh