Minnesota Life Insurance Company

400 Robert Street North
St. Paul, MN  55101-2098
651.665.3500 Tel


                                             MINNESOTA LIFE
                                                      A MINNESOTA MUTUAL COMPANY

April 22, 2005

Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN  55101-2098

Gentlepersons:

In my capacity as counsel for the Minnesota Life Insurance Company (the
"Company"), I have reviewed certain legal matters relating to the Company's
Separate Account entitled Variable Annuity Account (the "Account") in connection
with Post-Effective Amendment Number 7 on Form N-4. This Registration Statement
is to be filed by the Company and the Account with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to certain
variable annuity contracts. (Securities and Exchange Commission File Number
333-79069).

Based upon that review, I am of the following opinion:

     1.   The Account is a separate account of the Company duly created and
          validly existing pursuant to the laws of the State of Minnesota; and

     2.   The issuance and sale of the variable annuity contracts funded by the
          Account have been duly authorized by the Company and such contracts,
          when issued in accordance with and as described in the current
          Prospectus contained in the Registration Statement, and upon
          compliance with applicable local and federal laws, will be legal and
          binding obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Donald F. Gruber


Donald F. Gruber
Assistant General Counsel