April 11, 2017

Northern Lights Variable Trust

17605 Wright Street

Omaha, Nebraska 68154

Gentlemen:

This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 190 to the Registration Statement, File Nos. 333-131820 and 811-21853 (the “Registration Statement”), of Northern Lights Variable Trust (the “Trust”).

We have examined a copy of the Trust’s Agreement and Declaration of Trust, the Trust’s By-laws, the Trust’s record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed. We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.

Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 190 is effective for purposes of applicable federal and state securities laws, the shares of the funds listed on the attached Exhibit A (the “Funds”), if issued in accordance with the then current Prospectus and Statement of Additional Information of the applicable Fund, will be legally issued, fully paid and non-assessable.

The opinions expressed herein are limited to matters of Delaware statutory trust law and United States Federal securities law as such laws exist today; we express no opinion as to the effect of any applicable law of any other jurisdiction. We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention, or changes in law that may hereafter occur.

We hereby give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 190 to the Registration Statement. This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent. This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.

Very truly yours,

/s/ THOMPSON HINE LLP

THOMPSON HINE LLP

JMS/MVW

 

EXHIBIT A

1. 3Twelve Total Bond Portfolio

2. 7Twelve Balanced Portfolio

3. Astor Long/Short ETF Portfolio

4. Astor Macro Alternative Portfolio

5. BTS Tactical Fixed Income VIT Fund

6. Changing Parameters Portfolio

7. Leader Short Term Bond Portfolio

8. Power Dividend Index VIT Fund

9. Power Income VIT Fund

10. Power Momentum Index VIT Fund

11. Probabilities VIT Fund

12. TOPS^® Aggressive Growth ETF Portfolio

13. TOPS^® Balanced ETF Portfolio

14. TOPS^® Conservative ETF Portfolio

15. TOPS^® Growth ETF Portfolio

16. TOPS^® Hedged Equity Conservative Growth ETF Portfolio

17. TOPS^® Hedged Equity Growth ETF Portfolio

18. TOPS^® Hedged Equity Moderate Growth ETF Portfolio

19. TOPS^® Managed Risk Balanced ETF Portfolio

20. TOPS^® Managed Risk Flex ETF Portfolio

21. TOPS^® Managed Risk Growth ETF Portfolio

22. TOPS^® Managed Risk Moderate Growth ETF Portfolio

23. TOPS^® Moderate Growth ETF Portfolio