NORTHBROOK LIFE INSURANCE COMPANY
                         LAW AND REGULATION DEPARTMENT
                             3100 Sanders Road, J5B
                           Northbrook, Illinois 60062
                        Direct Dial Number 847-402-2400
                             Facsimile 847-402-4371


Michael J. Velotta
Senior Vice President, Secretary
and General Counsel

                        September 20, 2001


TO:                     NORTHBROOK LIFE INSURANCE COMPANY
                        NORTHBROOK, ILLINOIS 60062

FROM:                   MICHAEL J. VELOTTA
                        SENIOR 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  described  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 20, 2001:

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

     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,


                             -----------------------------
                             Michael J. Velotta
                             Senior Vice President, Secretary and
                             General Counsel