TIAA Life Company is a stock life insurance company duly organized and validly existing under the laws of the State of New York and has been duly authorized by the Insurance Division of the New York State Department of Financial Services to issue variable annuity contracts.

The Separate Account is a “separate account” of TIAA Life within the meaning of Section 4240 of the New York Insurance Law, duly established by a resolution of TIAA Life’s Board of Directors and validly existing under the laws of the State of New York.

To the extent New York state law governs, the Contracts have been duly authorized by TIAA Life and, when issued as contemplated by the Registration Statement, will constitute legal, validly issued and binding obligations of TIAA Life enforceable in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).