EXHIBIT (9)

                         OPINION AND CONSENT OF COUNSEL



           [Transamerica Occidental Life Insurance Company Letterhead]

April 1, 2004

Transamerica Occidental Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa  52499-0001

Dear Sir/Madam:

With reference to the Registration Statement on Form N-4 by Transamerica
Occidental Life Insurance Company and Separate Account VA-2L with the Securities
and Exchange Commission covering individual variable annuity contracts, I have
examined such documents and such law as I considered necessary and appropriate,
and on the basis of such examination, it is my opinion that:

1.    Transamerica Occidental Life Insurance Company is duly organized and
      validly existing under the laws of the State of Iowa and has been duly
      authorized to issue individual variable annuity contracts by the
      Department of Insurance of the State of Iowa.

2.    Separate Account VA-2L is a duly authorized and existing separate account
      established pursuant to the provisions of Section 508A.1 of the Iowa
      Insurance Code.

3.    The Individual Variable Annuity Contracts, when issued as contemplated by
      said Form N-4 Registration Statement, will constitute legal, validly
      issued and binding obligations of Transamerica Occidental Life Insurance
      Company.

I hereby consent to the filing of this opinion as an exhibit to said N-4
Registration Statement.

Very truly yours,

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

/s/ Brenda D. Sneed

Brenda D. Sneed
Assistant General Counsel
Financial Markets Group