EXHIBIT (9)(b)

[LETTERHEAD OF SULLIVAN & CROMWELL LLP]
125 Broad Street
New York, NY 10004-2498
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WWW.SULLCROM.COM

                                                     September 26, 2005

American Home Assurance Company
70 Pine Street,
New York, New York 10270

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 the
guarantees (the "Guarantees") of American Home Assurance Company (the
"Guarantor") relating to the insurance obligations of American General Life
Insurance Company (the "Company") under variable annuity and variable life
insurance products issued by separate accounts (the "Variable Products"), we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of New York law, as we have considered necessary
or appropriate for the purposes of this opinion.

   Upon the basis of such examination, we advise you that, in our opinion, when
the registration statement relating to a Guarantee and the related Variable
Product (the "Registration Statement") has become effective under the 1933 Act
and the 1940 Act and the related Variable Product is duly issued and paid for
in the manner contemplated by the Registration Statement so as to be a valid
and legally binding obligation of the Company, the Guarantee of such Variable
Product will constitute a valid and legally binding obligation of the
Guarantor, 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 State of New York, and
we are expressing no opinion as to the effect of the laws of any other
jurisdiction.

   We have relied as to certain factual matters on information obtained from
public officials, officers of the Guarantor and the Company and other sources
believed by us to be responsible.

   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,

                                                  SULLIVAN & CROMWELL LLP