American Skandia Life
Assurance Corporation
One Corporate Drive
P.O. Box 883
Shelton, CT  06484-0883
Telephone (203) 926-1888
Fax (203) 925-6932






April 25, 2000


American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484


         RE:      Post-Effective  Amendment No. 6 to  Registration  Statement on
                  Form S-2 filed by American Skandia Life Assurance Corporation,
                  Registrant Securities Act Registration No. 33-91400


Dear Sir/Madam:

I have acted as General Counsel to American  Skandia Life Assurance  Corporation
(the  "Company"),  a  Connecticut  insurance  company,  in  connection  with the
registration of certain  securities with the Securities and Exchange  Commission
under the  Securities  Act of 1933,  as amended,  in the form of a market  value
adjustable fixed investment option (the "Contracts") issued by the Company.

I have examined or caused to be examined such documents  (including the Form S-2
registration  statement) and reviewed or caused to be reviewed such questions of
law  as I  considered  necessary  and  appropriate,  and on the  basis  of  such
examination and review, it is my opinion that:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance  company under the laws of the State of  Connecticut  and is
     duly authorized by the Insurance  Department of the State of Connecticut to
     issue the Contacts.

2.   The Contracts,  when issued as  contemplated  by the Form S-2  Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby  consent  to the  filing of this  opinion as an exhibit to the Form S-2
registration statement for the Contracts and the Account.

                                                     Sincerely yours,

                                                     /s/ T. Richard Kennedy

                                                     T. Richard Kennedy
                                                     General Counsel

AS Impact