(TORYS LOGO)
    
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79 Wellington St. W.
Box 270, TD Centre
Toronto, Ontario
M5K 1N2 Canada
Tel 416.865.0040
Fax 416.865.7380www.torys.com
  
  Re:
    
    Guarantee of John Hancock Life Insurance Company (U.S.A.) CVIs
   Insurance Companies Act




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-2-    Currency Act Courts
of Justice Act




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-3-   1.
    
    MFC has been incorporated and is existing under the ICA.2.
    
    MFC has the corporate power and capacity to enter into and perform its obligations
under the Subordinated Guarantee.3.
    
    The Subordinated Guarantee has been duly authorized by MFC.4.
    
    If an action or proceeding were brought in a court of competent jurisdiction in the
Province of Ontario (an Ontario Court) to enforce the Subordinated Guarantee and the
Ontario Court were to apply the laws of Ontario to govern and interpret the Subordinated
Guarantee (either because the Ontario Court finds that Ontario law is the proper law of the
Subordinated Guarantee contrary to its express provisions which stipulate that it will be
governed and interpreted by Massachusetts Law or because Massachusetts Law is not proven to
the Ontario Court in such action), when each of the Contracts has been issued and sold in
accordance with the terms of the Contracts and the Subordinated Guarantee, MFCs
obligations under the Subordinated Guarantee with respect to such Contracts would
constitute legal, valid and binding obligations of MFC, enforceable against MFC in
accordance with the terms of the Subordinated Guarantee.5.
    
    The laws of the Province of Ontario and the federal laws of Canada applicable therein
permit an action to be brought in an Ontario Court on a final and conclusive judgment in
personamfor a fixed sum of money of a State or Federal Court in the City of Boston,
Commonwealth of Massachusetts (a Massachusetts Court) that is subsisting and unsatisfied
respecting the enforcement of the Subordinated Guarantee and that is not impeachable as
void or voidable under Massachusetts Law if: (a) such judgment was not obtained by fraud or
in a manner contrary to natural justice and the enforcement thereof would not be
inconsistent with public policy as such term is applied by an Ontario Court, or contrary to
any order made by the Attorney General of Canada under the Foreign Extraterritorial
Measures Act(Canada) or by the Competition Tribunal under the Competition Act(Canada) in
respect of certain judgments, laws and directives having effect on competition in Canada;
(b) the enforcement of such judgment does not constitute, directly or indirectly, the
enforcement of foreign revenue or penal laws; (c) the action to enforce such judgment is
commenced within the applicable limitation period; and (d) a court rendering such judgment
had jurisdiction over MFC as recognized by the courts of the Province of Ontario (in our
opinion, submission under the provisions of the Subordinated Guarantee to the non-exclusive
jurisdiction of a Massachusetts Court will be sufficient for this purpose). Based on the
facts of which we have knowledge, in our opinion, there are no reasons under the laws of
the Province of Ontario or the federal laws of Canada applicable therein for avoiding
recognition of judgments of a Massachusetts Court under the Subordinated Guarantee based on
public policy, as that term is applied by an Ontario Court.




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-4-    TORYS LLP