LAW OFFICES OF
                             DECHERT PRICE & RHOADS

                         TEN POST OFFICE SQUARE - SOUTH
                             BOSTON, MA 02109-4603


                           TELEPHONE: (617) 728-7100
                              FAX: (617) 426-6567





                                February 27, 1997



Scudder Variable Life Investment Fund
Two International Place
Boston, MA  02110

                  Re:  Rule 24f-2 Notice
                       -----------------

Gentlemen:

         Scudder Variable Life Investment Fund (the "Trust") is a trust created
under a written Declaration of Trust dated March 15, 1985, and executed and
delivered in Boston, Massachusetts (as further amended, the "Declaration of
Trust"). The beneficial interest thereunder is represented by transferable
shares without par value (the "Shares"). The Trustees have the powers set forth
in the Declaration of Trust, subject to the terms, provisions and conditions
therein provided.

         We are of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Declaration of Trust is legal
and valid.

         Under Article V, Section 5.4 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series. By written instruments dated March
15, 1985, March 5, 1986, February 12, 1987, and April 15, 1988, the Trustees
divided the Shares into eleven series (the "Portfolios"). By written instruments
dated April 4, 1990, June 15, 1990, April 13, 1992, February 11, 1994 and
February 9, 1996, the Trustees abolished and dissolved six Portfolios and added
two new Portfolios, changing the total number of Portfolios to seven.

<PAGE>
Scudder Variable Life Investment Fund
February 27, 1997
Page Two
---------------------------

         By votes adopted on November 10, 1995 and November 15, 1996, the
Trustees of the Trust authorized the President, any Vice President, the
Secretary, and the Treasurer from time to time, to determine the appropriate
number of Shares to be registered, and to register with the Securities and
Exchange Commission, and to issue and sell to the public, such Shares.

         We understand that you are about to file a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, making definite the
registration of 40,145,950 Shares (including 2,392,703 Shares issued in
connection with dividend reinvestment plans) sold in reliance upon said Rule
24f-2 during the fiscal year ended December 31, 1996.

         We are of the opinion that all necessary Trust action precedent to the
issue of said 40,145,950 Shares was duly taken. We are of the further opinion
that all such Shares were legally and validly issued, fully paid and
nonassessable by the Trust. In rendering the opinion expressed in the preceding
sentence, we rely on certification by an officer of the Trust that the Trust or
its agent received consideration for such Shares in accordance with the
provisions of the Trust's Declaration of Trust, and we assume that the sale of
such Shares was effected in compliance with the Securities Act of 1933, the
Investment Company Act of 1940, and applicable state laws regulating the sale of
securities.

         We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.



                                                  Very truly yours,

                                                  /s/Dechert Price & Rhoads