EX-99.B.9 6 ing52897_exhibit99b9.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 99-B.9 OPINION AND CONSENT OF COUNSEL EXHIBIT 99-B.9 [ING LOGO] AMERICAS US Legal Services Julie E. Rockmore Counsel (860) 273-4686 Fax: (860) 273-0385 RockmoreJE@ING-AFS.com December 11, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT C POST-EFFECTIVE AMENDMENT NO. 20 TO REGISTRATION STATEMENT ON FORM N-4 PROSPECTUS TITLE: GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS FOR STATE UNIVERSITY OF NEW YORK (SUNY) DEFINED CONTRIBUTION RETIREMENT PLAN FILE NOS.: 33-81216 AND 811-2513 Dear Sir or Madam: The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a Connecticut life insurance company (the "Company"). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the "Securities") under the Securities Act of 1933 (the "Securities Act") as provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment Company Act"). In connection with this opinion, I or those for whom I have supervisory responsibility, have reviewed the N-4 Registration, as amended to the date hereof, and this Post-Effective Amendment No. 20. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies. I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed appropriate under the circumstances. Hartford Site ING North America Insurance Corporation 151 Farmington Avenue, TS31 Hartford, CT 06156-8975 Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the prospectus, I am of the opinion that the Securities being registered will be legally issued and will represent binding obligations of the Company. I consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Julie E. Rockmore Julie E. Rockmore