ING

KIMBERLY J. SMITH
Counsel

April 18, 2003

Members of the Board of Directors
ING Life Insurance and Annuity Company of America
1475 Dunwoody Drive
West Chester, PA  19380-1478

Gentlemen:

In my capacity as Counsel to ING Life Insurance and Annuity Company  of America
(the "Company"), I have examined the form of Registration  Statement on Form N-4
to be filed by you with the  Securities  and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended,  of an
indefinite number of units of interest in Variable Annuity Account B of the
Company (the "Account").  I am familiar  with the  proceedings taken and
proposed to be taken in connection  with the  authorization, issuance and sale
of units.

Based upon my  examination  and upon my  knowledge of the  corporate  activities
relating to the Account, it is my opinion that:

     (1)  The Company was organized in accordance with the laws of the State of
          Connecticut and is a duly authorized stock life insurance company
          under the laws of Connecticut and the laws of those states in which
          the Company is admitted to do business;

     (2)  The Account is a validly  established  separate  investment account of
          the Company;

     (3)  Under Connecticut law, the portion of the assets to be held in the
          Account equals the reserve and other liabilities for variable benefits
          under variable  annuity contracts to be issued by the Account, and
          such assets are not chargeable with liabilities arising out of any
          other business the Company conducts;

     (4)  The units and the variable  annuity  contracts  will,  when issued and
          sold in the manner described in the registration  statement,  be legal
          and binding obligations of the Company and will be legally and validly
          issued, fully paid, and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement and to the reference to my name under the heading  "Legal  Matters" in
the prospectus contained in said registration  statement. In giving this consent
I do not thereby  admit that I come within the category of persons whose consent
is  required  under  Section  7 of the  Securities  Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission thereunder.

 Sincerely,

/s/Kimberly J. Smith
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1475 Dunwoody Drive                                           Tel: 610-425-3427
West Chester, PA  19380-1478                                  Fax: 610-425-3735