(212) 408-6900

                                                                      Letterhead
                                                                Werner & Kennedy
                                                                   1633 Broadway
                                                              New York, NY 10019


                                 April 24, 1997

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

                  Re:    Post-effective Amendment No. 1 on Form S-2 filed by
                         American Skandia Life Assurance Corporation, Registrant
                         Registration No.:  333-02867


Dear Mesdames and Messrs.:

         You have  requested  us, as general  counsel to American  Skandia  Life
Assurance Corporation ("American Skandia"),  to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
a Registrant,  under the Securities Act of 1933, as amended,  (the "Registration
Statement") of a certain Variable Annuity Contract (the "Contract") that will be
issued by American  Skandia.  We  understand  that the above  registration  is a
combination  registration with Post-effective Amendment No. 11 to Form N-4 filed
by American Skandia Life Assurance Corporation,  Depositor, and American Skandia
Life Assurance  Corporation  Variable Account E, Registrant,  Registration  No.:
33-47976, Investment Company No.: 811-7260.

         We  have  made  such  examination  of  the  statutes  and  authorities,
corporate  records of American  Skandia,  and other documents as in our judgment
are necessary to form a basis for opinions hereinafter expressed.

         In our examinations,  we have assumed the genuineness of all signatures
on, and authenticity of, and the conformity to original  documents of all copies
submitted  to us. As to various  questions of fact  material to our opinion,  we
have relied upon statements and certificates of officers and  representatives of
American Skandia and others.

         Based upon the foregoing, we are of the opinion that:

     1. American Skandia is a validly existing corporation under the laws of the
State of Connecticut.


American Skandia Life
Assurance Corporation
April 24, 1997
Page 2


     2. The form of the Contract has been duly  authorized by American  Skandia,
and has been or will be filed in states where it is eligible for  approval,  and
upon issuance in accordance  with the laws of such  jurisdictions,  and with the
terms of the Prospectus, will be valid and binding upon American Skandia.

     We  hereby   consent  to  the  use  of  this   opinion  as  an  exhibit  to
Post-effective  Amendment No. 1 to the Registration  Statement on Form S-2 under
the Securities  Act of 1933, as amended,  and to the reference to our name under
the heading "Legal Experts" included in the Registration Statement.

                                                     Very truly yours,



                                                   /s/WERNER & KENNEDY




        (W&K33-02867)