| SHANE DALY | |||
| Vice President | ||||
| and Associate General Counsel | ||||
| (212) 314-3912 | ||||
| (212) 314-3959 | ||||
| LAW DEPARTMENT | ||||
| April 19, 2023 | ||||
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by Equitable Financial Life Insurance Company (“Equitable Financial ”) of a Form S-3 Registration Statement of Equitable Financial for the purpose of registering the Escrow Shield Plus Agreement (the “Contract”) under the Securities Act of 1933.
I have examined such corporate records of Equitable Financial and provisions of the New York insurance law as are relevant to authorization and issuance of the Contract and such other documents and laws as I consider appropriate. On the basis of such examination, it is my opinion that:
| 1. | Equitable Financial is a corporation duly organized and validly existing under the laws of the State of New York. |
| 2. | The Contract is duly authorized and when issued in accordance with applicable regulatory approvals will represent legally issued, fully paid, non-assessable and binding obligations of Equitable Financial. |
I hereby consent to the use of this opinion as an exhibit to the Registration Statement.
| Very truly yours, |
/s/ Shane Daly |
| Shane Daly |