Kirkpatrick & Lockhart LLP                         1800 Massachusetts Avenue, NW
                                                   Second Floor
                                                   Washington, DC 20036-1800
                                                   202.778.9000
                                                   www.kl.com

December 4, 2001

AXA Premier VIP Trust
1290 Avenue of the Americas
New York, New York 10104

Ladies and Gentlemen:

         We have acted as counsel to AXA Premier VIP Trust, a Delaware business
trust (the "Trust"), in connection with the Trust's Registration Statement on
Form N-1A (File No. 333-70754) relating to the issuance and sale of Shares of
the Trust. You have requested our opinion with respect to the matters set forth
below.

         In this opinion letter, the term "Shares" refers to shares of
beneficial interest of each series of the Trust listed in Schedule A attached to
this opinion letter (each, a "Series"), that may be issued during the time that
the Registration Statement is effective and has not been superseded by a
post-effective amendment.

         In connection with rendering the opinions set forth below, we have
examined copies, believed by us to be genuine, of the Trust's Agreement and
Declaration of Trust dated as of October 2, 2001 (the "Agreement"), and Bylaws
and such other documents relating to its organization and operation as we have
deemed relevant to our opinions, as set forth herein. With respect to matters
governed by the laws of the State of Delaware (excluding the securities laws
thereof), we have relied solely on the opinion letter of Richards, Layton &
Finger, P.A., special Delaware counsel to the Trust, an executed copy of which
is appended hereto as Exhibit A.

         The opinions set forth in this letter are limited to the laws and facts
in existence on the date hereof, and are further limited to the laws (other than
laws relating to choice of law) of the State of Delaware that in our experience
are normally applicable to the issuance of shares of beneficial interest by
business trusts and to the Securities Act of 1933, as amended (the "1933 Act"),
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations of the Securities and Exchange Commission (the "SEC")
thereunder. Based on and subject to the foregoing, and the additional
qualifications and other matters set forth below, it is our opinion that as of
the date hereof the Shares, when sold in accordance with the terms contemplated
by the



AXA Premier VIP Trust
December 4, 2001
Page 2

Registration Statement, including receipt by the Trust of full payment for the
Shares and compliance with the 1933 Act and 1940 Act, will have been validly
issued and will be fully paid and non-assessable. We note that the holders of
Shares of the Trust may be obligated to make payments in connection with the
transfer of Shares in accordance with any rules established by the Trustees
under the By-Laws.

         We are furnishing this opinion letter to you solely in connection with
the issuance of the Shares. You may not rely on this opinion letter in any other
connection, and it may not be furnished to or relied upon by any other person
for any purpose, without specific prior written consent.

         The foregoing opinions are rendered as of the date of this letter,
except as otherwise indicated. We assume no obligation to update or supplement
our opinions to reflect any changes of law or fact that may occur.

         We hereby consent to this opinion letter accompanying the Registration
Statement when it is filed with the SEC and to the reference to our firm in the
statements of additional information that are being filed as part of such
Registration Statement.

                                       Very truly yours,

                                       /s/ Kirkpatrick & Lockhart LLP

                                       KIRKPATRICK & LOCKHART LLP



                                   SCHEDULE A

                              AXA PREMIER VIP TRUST


                 AXA Premier VIP Large Cap Core Equity Portfolio

                   AXA Premier VIP Large Cap Growth Portfolio

                    AXA Premier VIP Large Cap Value Portfolio

                 AXA Premier VIP Small/Mid Cap Growth Portfolio

                  AXA Premier VIP Small/Mid Cap Value Portfolio

                 AXA Premier VIP International Equity Portfolio

                      AXA Premier VIP Technology Portfolio

                      AXA Premier VIP Health Care Portfolio

                       AXA Premier VIP Core Bond Portfolio