June 29, 2001

First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653

RE:  GROUP VEL ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
     PRE-EFFECTIVE AMENDMENT NO. 1
     FILE NO. 333-52944/811-7663

Gentlemen:

This opinion is furnished in connection with the filing by First Allmerica
Financial Life Insurance Company of the Pre-Effective Amendment to the
Registration Statement on Form S-6 of its group premium variable life
insurance policies ("Policies") allocated to the Group VEL Account under the
Securities Act of 1933. The Prospectus included in this Pre-Effective
Amendment to the Registration Statement describe the Policies. I am familiar
with and have provided actuarial advice concerning the preparation of the
Pre-Effective Amendment to the Registration Statement, including exhibits.

In my professional opinion, the illustrations of death benefits and cash
values included in Appendix C of the Prospectus, based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Policy. The rate structure of the Policies has not been designed so as to
make the relationship between premiums and benefits, as shown in the
illustrations, appear more favorable to a prospective purchaser of a Policy
for a person age 30 or a person age 45 than to prospective purchasers of
Policies for people at other ages or underwriting classes.

I am also of the opinion that the aggregate fees and charges under the Policy
are reasonable in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by the Company

I hereby consent to the use of this opinion as an exhibit to this
Pre-Effective Amendment to the Registration Statement.


                                      Sincerely,

                                      /s/ Paul T. Engeriser

                                      Paul T. Engeriser, F.S.A., M.A.A.A.
                                      Vice President and Actuary