Exhibit 16(5): Opinion re Legality


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AMERICAS

US Legal Services


Michael A. Pignatella
Counsel
(860) 273-0261
Fax:  (860) 273-9407
PignatellaM@ING-AFS.com


April 4, 2001



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

RE:   AETNA LIFE INSURANCE AND ANNUITY COMPOANY
      POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-2
      PROSPECTUS TITLE:  ALIAC GUARANTEED ACCOUNT
      FILE NO.  333-34014

Dear Sir or Madam:

As Counsel of Aetna Life Insurance and Annuity Company, a Connecticut life
insurance company (the "Company"), I have represented the Company in connection
with the Guaranteed Account (the "Account") available under certain variable
annuity contracts and the S-2 Registration Statement relating to such Account.

In connection with this opinion, I have reviewed Post-Effective Amendment No. 2
to the Registration Statement on Form S-2 relating to such Account, including
the prospectus, and relevant proceedings of the Board of Directors.

Based upon this review, and assuming the securities represented by the Company
are issued in accordance with the provisions of the prospectus, I am of the
opinion that the securities, when sold, will have been legally issued, and will
constitute a legal and binding obligation of the Company.




Hartford Site                           ING North America Insurance Corporation
151 Farmington Avenue, TS31
Hartford, CT 06156-8975



I further consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 2 to the Registration Statement.

Sincerely,

/s/ Michael A. Pignatella

Michael A. Pignatella
Counsel