LINCOLN NATIONAL CORPORATION
                              1300 South Clinton Street
                             Fort Wayne, Indiana  46802
     
     219-455-1263
     
     
     March 14, 1994 
     
     
     Securities and Exchange Commission
     Division of Corporation Finance 
     Judiciary Plaza 
     450 Fifth Street, NW
     Washington, DC  20549 
     
          Re:  Lincoln National Corporation Employees'
               Savings and Profit-Sharing Plan ("Plan")
     
     Ladies and Gentlemen:
     
     I have acted as counsel for Lincoln National Corporation, an Indiana
     corporation ("Lincoln"), in connection with the registration of
     1,500,000 shares of the Issuer's Common Stock, together with an  
     indeterminate amount of plan interests to be offered pursuant to the
     Plan.
     
     At the request of the Management of Lincoln National Corporation,
     I have made such examination of law and have examined such records and
     documents as I have deemed necessary to render the opinion expressed below.
     
     Upon receipt by the Corporation of payment as contemplated in the
     offer to the Trustee, and upon issuance of the Shares, in my opinion the
     Shares will be legally issued, fully paid and non-assessable. 
     
     I hereby consent to inclusion of this opinion as an exhibit to this
     Registration Statement on Form S-8. 
     
     Sincerely, 
         
     /s/ Dennis L. Schoff

     Dennis L. Schoff 
     Assistant General Counsel