Metlife Investors USA Separate Account A, et al. – ‘N-4’ on 11/14/14 – EX-99.9

On:  Friday, 11/14/14, at 6:02pm ET   ·   As of:  11/17/14   ·   Accession #:  1193125-14-413543   ·   File #s:  811-03365, 333-200240

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Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-4         Mli Usa Separate Account A - Flexible Bonus          550   3.09M 
                          (Retirement Companion)                                 
 2: EX-99.1(II)  Mli Usa Board Resolutions and Plan of Merger          9     34K 
 3: EX-99.1(III)  Micc Board Resolutions                               2     14K 
21: EX-99.10    Consent of Independent Registered Public               1     11K 
                          Accounting Firm (Deloitte & Touche LLP)                
22: EX-99.13    Powers of Attorney                                    15     72K 
 4: EX-99.3(I)(B)  Amendment to Distribution and Principal             2     14K 
                          Underwriter Agreement                                  
 5: EX-99.4(I)  Form 226R1 Contract                                   19     85K 
 6: EX-99.4(II)  Form 226R1 Certificate and Riders                    20     90K 
 7: EX-99.4(III)  Contract Loan Endorsement                            3±    14K 
 8: EX-99.4(IV)  Loan Endorsement                                      3±    13K 
10: EX-99.4(IX)  Merger Endorsement                                    1     11K 
 9: EX-99.4(V)  Individual Retirement Annuity Endorsement              2±    13K 
11: EX-99.5     Form of Enrollment Form                               10±    42K 
12: EX-99.6(I)  Copy of Certificate of Incorporation and Amendment     5     21K 
13: EX-99.6(II)  Copy of By-Laws of the Company                       15     54K 
14: EX-99.8(I)  Participation Agreement With Alger                    18     64K 
15: EX-99.8(II)(C)  Amendment to Participation Agreement With          5     20K 
                          American Funds                                         
16: EX-99.8(III)(C)  Amendment to Participation Agreement With         5     18K 
                          Deutsche I                                             
17: EX-99.8(IV)(C)  Amendments to Participation Agreement With        12     47K 
                          Fidelity                                               
18: EX-99.8(V)(D)  Amendment to Participation Agreement With Met       4     17K 
                          Investors Series Trust                                 
19: EX-99.8(VII)  T. Rowe Price Participation Agreement               14     52K 
20: EX-99.9     Opinion of Counsel                                     2     14K 

EX-99.9   —   Opinion of Counsel

EX-99.9
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                                                               [LOGO OF MetLife]

MetLife                                                                         
1095 Avenue of the Americas                                                     
19th Floor                                                                      
New York, NY 10036                                                              
212 578-2211                                                                    

NANCY H. BADEER                                                                 
Assistant General Counsel                                                       
Law Department                                                                  
Tel 212 578-6810  Fax 212 251-1566                                              

November 14, 2014                                                               

Board of Directors                                                              
MetLife Insurance Company USA                                                   
1209 Orange Street                                                              
Wilmington, DE 19801                                                            

Re:  Opinion of Counsel - MetLife Investors USA Separate Account A for          
Thirty-five Initial Registration Statements on Form N-4 under the     
 Securities Act of 1933 and Amendment Nos. 525, 526, 527, 528, 529, 530,
    531, 532, 533, 534, 535, 536, 537, 538, 539, 540, 541, 542, 543, 544, 545,
 546, 547, 548, 549, 550, 551, 552, 553, 554, 555, 556, 557 558, and 559
under the Investment Company Act of 1940 (File No. 811-03365)         

Gentlemen:                                                                      

I am an Assistant General Counsel to the MetLife Group and provide legal counsel
to MetLife Insurance Company USA ("Company"). You have requested my Opinion of  
Counsel in connection with the filing with the Securities and Exchange          
Commission of the above referenced Initial Registration Statement for the       
Variable Annuity Contracts (the "Contracts") to be issued by the Company and its
separate account MetLife Investors USA Separate Account A ("Separate Account"). 

I have made such examination of the law and have examined such records and      
documents as in my judgment are necessary or appropriate to enable us to render 
the opinions expressed below.                                                   

I am of the following opinions:                                                 

1. The Company is duly organized and existing under the laws of the State of    
Delaware and has been duly authorized to do business and to issue variable      
annuity contracts by the Insurance Commissioner of the State of Delaware.       

2. MetLife Investors USA Separate Account A is a separate investment account of 
the Company and is validly existing pursuant to the laws of the State of        
Delaware and is a Unit                                                          

EX-99.9
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Board of Directors                                                              
MetLife Insurance Company USA                                             Page 2
November 14, 2014                                                               

Investment Trust as that term is defined in Section 4(2) of the Investment      
Company Act of 1940 (the "Act"), and is currently registered with the Securities
and Exchange Commission, pursuant to Section 8(a) of the Act.                   

3. Upon the acceptance of purchase payments made by an Owner pursuant to a      
Contract issued in accordance with the Prospectus contained in the Registration 
Statement and upon compliance with applicable law, such an Owner will have a    
legally issued and binding contractual obligation of the Company.               

4. Assets of the Separate Account are not chargeable with liabilities arising   
out of any other business the Company may conduct.                              

You may use this opinion letter, or a copy thereof, as an exhibit to the        
Registration Statement.                                                         

Sincerely,                                                                      

/s/ Nancy H. Badeer                                                             
---------------------------                                                     
Nancy H. Badeer                                                                 
Assistant General Counsel                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘N-4’ Filing		Date		First		Last			Other Filings
Filed as of:		11/17/14							N-4
Filed on:		11/14/14		1		2			485APOS,  N-4
									List all Filings

9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/10/24  Brighthouse Separate Account A    485BPOS     4/29/24    9:3.8M                                   Donnelley … Solutions/FA
 4/03/24  Brighthouse Sep Acct E… Annuities 485BPOS     4/29/24    3:5.6M                                   Donnelley … Solutions/FA
 4/12/23  Brighthouse Separate Account A    485BPOS     5/01/23   10:4M                                     Donnelley … Solutions/FA
 4/07/23  Brighthouse Sep Acct E… Annuities 485BPOS     5/01/23    5:5.7M                                   Donnelley … Solutions/FA
 4/19/22  Brighthouse Sep Acct E… Annuities 485BPOS     4/29/22    9:4.5M                                   Donnelley … Solutions/FA
 4/18/22  Brighthouse Separate Account A    485BPOS     4/29/22   10:2.4M                                   Donnelley … Solutions/FA
10/07/21  Brighthouse Sep Acct E… Annuities 485APOS                2:1.8M                                   Donnelley … Solutions/FA
 4/15/21  Brighthouse Separate Account A    485BPOS     4/30/21    3:2.1M                                   Donnelley … Solutions/FA
 4/08/21  Brighthouse Sep Acct E… Annuities 485BPOS     4/30/21    5:47M                                    Donnelley … Solutions/FA