EXHIBIT (5)
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                                               MONY Life Insurance Company
                                               1740 Broadway
                                               New York, NY 10019



February 11, 2004

EDGAR

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

To the Board of Directors:

In my capacity as Vice President-Chief Operations Counsel of MONY Life Insurance
Company, I have supervised the preparation and review of registration statement
on Form S-2 to be filed by MONY Life Insurance Company of America (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933 for the Company's Guaranteed Interest Account with Market Value
Adjustment ("GIA with MVA") under certain flexible payment variable annuity
contracts issued by the Company.

I am of the following opinion:

1.      The Company was organized in accordance with the laws of the State of
        Arizona and is a duly authorized stock life insurance company under the
        laws of Arizona and the laws of those states in which the Company is
        admitted to do business.

2.      The Company is authorized to issue GIA with MVA in those states in
        which it is admitted and upon compliance with applicable local law.

3.      The GIA with MVA, when issued in accordance with the prospectus
        contained in the aforesaid registration statement and upon compliance
        with the applicable local law, will be legal and binding obligations of
        the Company 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 in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the aforesaid
registration statement and to the reference to me under the caption "Legal
Matters" in the Prospectus contained in said registration statement.

Very truly yours,

/S/ DAVID S. WALDMAN
David S. Waldman
Vice President-Chief Operations Counsel