EXHIBIT 2.

                                                    MONY Life Insurance Company
                                                    1740 Broadway
                                                    New York, NY 10019

October 31, 2001


By EDGAR

MONY Life Insurance Company of America
1740 Broadway
New York, New York 10019

Gentlemen:

In my capacity as Vice President-Variable Products and Broker-Dealer Operations
Counsel of MONY Life Insurance Company, I have supervised the preparation and
review of the Registration Statement on Form S-6 (Registration No. 811-4235)
filed by MONY Life Insurance Company of America ("MONY America") with the
Securities and Exchange Commission under the Securities Act of 1933 for the
registration of last survivor flexible premium variable life insurance policies
("Policies") to be issued by MONY America, the premium payments for which may be
allocated by purchasers of the Policies to MONY America Variable Account L
("Account"). I am familiar with the establishment of the Account by the Board of
Directors of MONY America on February 19, 1985 as a separate account under the
laws of the State of Arizona.

My opinion is as follows:

1.   MONY America has been duly organized under the laws of the State of
     Arizona, is a validly existing corporation, and has been duly authorized to
     issue the Policies.

2.   The Account has been duly created and is validly existing as a separate
     account pursuant to the aforesaid provisions of Arizona law.

3.   The portion of the assets to be held in the Account equal to the reserve
     and other liabilities for variable benefits under the Policies is not
     chargeable with liabilities arising out of any other business MONY America
     may conduct.

4.   The Policies, when issued as contemplated by the Registration Statement,
     will be legal, validly issued, and binding obligations of MONY America in
     accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to it under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.

Very truly yours,


/S/ ARTHUR D. WOODS
Arthur D. Woods
Vice President-Variable Products and
Broker-Dealer Operations Counsel