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                                                                   EXHIBIT 10(b)

[LOGO]  AIG/AMERICAN GENERAL
2929 Allen Parkway (A40-04), Houston, Texas 77019

                                                  Lauren W. Jones
                                                  Deputy General Counsel
                                                  Direct Line (713) 831-8470
                                                  FAX (713) 620-3878
                                                  E-mail: Laurie_Jones@aigag.com

                                December 30, 2002

American General Life Insurance Company
2727-A Allen Parkway
Houston, TX  77019

Dear Ladies and Gentlemen:

As Deputy General Counsel of American General Life Companies, LLC, I have acted
as counsel to American General Life Insurance Company (the "Company") in
connection with the filing of Investment Company Act of 1940 ("1940 Act")
Amendment No. 24 to the Registration Statement on Form N-4, 1940 Act No.
811-01990 ("Registration Statement"), for the Company's Separate Account VA-2
("Separate Account VA-2") with the Securities and Exchange Commission. The
Registration Statement relates to the proposed issuance by the Company of
certain variable annuity contracts (Contract Form No. 1170-1184) individual
variable annuity contracts (the "Contracts"). Net premiums received under the
Contracts are allocated by the Company to Separate Account VA-2 to the extent
directed by owners of the Contracts. Net premiums under other contracts that may
be issued by the Company may also be allocated to Separate Account VA-2. The
Contracts are designed to provide retirement protection and are to be offered in
the manner described in the prospectus and the prospectus supplements included
in the Registration Statement. The Contracts will be offered only in
jurisdictions authorizing such sales.

In connection with rendering this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
the corporate records of the Company and all such other documents as I have
deemed necessary or appropriate as a basis for the opinion expressed herein and
have assumed that prior to the issuance or sale of any Contracts, the
Registration Statement, as finally amended, will be effective.

Based on and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that:

1.   The Company is a corporation duly organized and validly existing under the
     laws of the State of Texas.

                      American General Life Companies, LLC
                      2929 Allen Parkway.Houston, TX 77019

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American General Life Insurance Company
December 30, 2002
Page 2

2.   Separate Account VA-2 was duly established and is maintained by the Company
     pursuant to the laws of the State of Texas, under which income, gains and
     losses, whether or not realized, from assets allocated to Separate Account
     VA-2, are, in accordance with the Contracts, credited to or charged against
     Separate Account VA-2 without regard to other income, gains or losses of
     the Company.

3.   Assets allocated to Separate Account VA-2 will be owned by the Company. The
     Company is not a trustee with respect thereto. The Contracts provide that
     the portion of the assets of Separate Account VA-2 equal to the reserves
     and other Contract liabilities with respect to Separate Account VA-2 will
     not be chargeable with liabilities arising out of any other business the
     Company may conduct. The Company reserves the right to transfer assets of
     Separate Account VA-2 in excess of such reserves and other Contract
     liabilities to the general account of the Company.

4.   When issued and sold as described above, the Contracts (including any units
     of Separate Account VA-2 duly credited thereunder) will be duly authorized
     and will constitute validly issued and binding obligations of the Company
     in accordance with their terms.

I am admitted to the bar in the State of Texas, and I do not express any opinion
as to the laws of any other jurisprudence.

This opinion is being furnished in accordance with the requirements of Item
601(b)(5), Regulation S-K of the Securities Act of 1933 and I hereby consent to
the use of this opinion as an exhibit to the Registration Statement.

                                   Sincerely,



                                   /s/  LAUREN W. JONES
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