THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
                                73 Tremont Street
                                Boston, MA 02116

January 1, 2002

To whom it may concern,

This opinion is written in reference to the flexible purchase payment fixed and
variable annuity contracts (the "Contracts") to be issued by The Manufacturers
Life Insurance Company (U.S.A.), a Michigan corporation (the "Company"), with
respect to the variable portion of which a Registration Statement on Form N-4
(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
Michigan and is a validly existing corporation.

2.  The Manufacturers Life Insurance Company (U.S.A.) Separate Account M (the
"Variable Account") is a separate account of the Company and is duly created
and validly existing pursuant to the Michigan Code, as amended.

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

4. The Contracts, 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.

Very truly yours,

/s/ James D. Gallagher

James D. Gallagher
Vice President and General Counsel