[ROPES AND GRAY LETTERHEAD]


                                         April 28, 2003

Putnam Variable Trust
One Post Office Square
Boston, MA  02109

Ladies and Gentlemen:

We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (the "Registration Statement") filed under the
Securities Act of 1933, as amended, by Putnam Variable Trust (f/k/a Putnam
Capital Manager Trust) (the "Trust") for the registration of an indefinite
number of its shares of beneficial interest (the "Shares").  The Shares
are proposed to be sold pursuant to a Distributor's Contract dated May 6,
1994 (the "Distributor's Contract") between the Trust and Putnam Retail
Management, Inc. (f/k/a Putnam Mutual Funds Corp.).

We have acted as counsel for the Trust since its organization.  We are
familiar with the action taken by its Trustees to authorize this
issuance of the Shares.  We have examined its records of Trustee and
shareholder action, its Bylaws, and its Agreement and Declaration of
Trust on file at the office of the Secretary of State of The
Commonwealth of Massachusetts.  We have examined copies of such
Registration Statement, in the form filed with the Securities and
Exchange Commission, and such other documents as we deem necessary for
the purpose of this opinion.

We assume that upon sale of the Shares the Trust will receive the net
asset value thereof.

We are of the opinion that the Shares are currently divided into 28
separate portfolio series; that the Trust is authorized to issue an
unlimited number of Shares of each of the following series:  Putnam VT
Voyager Fund, Putnam VT Growth and Income Fund, Putnam VT Money Market
Fund, Putnam VT High Yield Fund, Putnam VT Income Fund, Putnam VT Global
Asset Allocation Fund, Putnam VT Global Equity Fund, Putnam VT Utilities
Growth and Income Fund, Putnam VT Diversified Income Fund, Putnam VT New
Opportunities Fund, Putnam VT International Equity Fund, Putnam VT
International Growth and Income Fund, Putnam VT International New
Opportunities Fund, Putnam VT New Value Fund, Putnam VT Vista Fund,
Putnam VT The George Putnam Fund of Boston, Putnam VT Health Sciences
Fund, Putnam VT Investors Fund, Putnam VT OTC & Emerging Growth Fund,
Putnam VT Research Fund, Putnam VT Small Cap Value Fund, Putnam VT
Growth Opportunities Fund, Putnam VT American Government Income Fund,
Putnam VT Capital Appreciation Fund, Putnam VT Discovery Growth Fund,
Putnam VT Capital Opportunities Fund, Putnam VT Equity Income Fund and
Putnam VT Mid Cap Value Fund; and that when the Shares are issued and
sold pursuant to the Distributor's Contract, they will be validly
issued, fully paid and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust."  Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the obligations of
the Trust.  However, the Agreement and Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by the Trust or the Trustees.
The Agreement and Declaration of Trust provides for allocation of the
assets and liabilities of the Trust among its portfolio series, and
further provides for indemnification out of the property of a portfolio
series for all loss and expense of any shareholder of the portfolio
series held personally liable solely by reason of his being or having
been a shareholder.  Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the portfolio series itself would be unable to
meet its obligations.

We consent to the filing of this opinion as an exhibit to such
Registration Statement.

                               Very truly yours,

                               /s/ Ropes & Gray

                               Ropes & Gray