DATE:             SEPTEMBER 27, 2000


TO:               NORTHBROOK LIFE INSURANCE COMPANY
                  NORTHBROOK, ILLINOIS  60062


FROM:             MICHAEL J. VELOTTA
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL


RE:               FORM N-4  REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT OF 1933 AND
                  THE INVESTMENT COMPANY ACT OF 1940
                  FILES NOS. 333-35412 and 811-06116


     With reference to the above  mentioned  Registration  Statement on Form N-4
("Registration  Statement")  filed by Northbrook  Life  Insurance  Company ("the
Company"),  as  depositor,  and  Northbrook  Variable  Annuity  Account  II,  as
registrant,  with the Securities and Exchange  Commission  covering the Enhanced
Earnings Death Benefit Rider, Form NLU940,  contained  therein,  I have examined
such documents and such law as I have considered necessary and appropriate,  and
on the basis of such  examination,  it is my opinion  that as of  September  27,
2000:

1.   The Company is duly  organized and existing  under the laws of the State of
     Arizona and has been duly  authorized  to do  business  by the  Director of
     Insurance of the State of Arizona.

2.   The Securities registered by the Registration Statement when issued will be
     valid, legal and binding obligations of the Company.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectuses constituting a part of the Registration Statement.


Sincerely,


/s/ MICHAEL J. VELOTTA
-----------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel