December 30, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:  Actuarial Opinion on Illustrations Contained in Pre-Effective Amendment No.
     1 to a Registration Statement on Form S-6 (File No. 333-71312) (the
     "Amendment")

Dear Sirs:

This opinion is furnished in connection with the above-referenced Amendment
under the Securities Act of 1933, as amended, describing a flexible premium
variable life insurance policy (the "Policy") that is offered and sold by The
Manufacturers Life Insurance Company (U.S.A.).

The hypothetical illustrations of death benefits, Policy values and surrender
values used in this Amendment are consistent with the provisions of the Policy
and the Company's administrative procedures. The rate structure of the Policy
has not been designed so as to make the relationship between premiums and
benefits, as shown in the illustrations, appear disproportionately more
favorable to a prospective purchaser of the Policy for the age and risk class
illustrated than for any other prospective purchaser. The particular
illustrations shown are for a commonly used risk class and for premium amounts
and ages appropriate to the markets in which the Policy is sold.

I hereby consent to the use of this opinion as an exhibit to the Amendment.

Sincerely,



/s/ Brian Koop
--------------------------------
Brian Koop, FSA, MAAA
Pricing Actuary