(212) 408-6900







                                                              April 23, 1999

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

               Re:      Post-effective Amendment No. 3 on Form S-2 filed by
                        American Skandia Life Assurance Corporation, Registrant
                        Registration No.:  333-26695
                        Our File No.  74877-00-101

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. 3 to Form N-4 filed
by American Skandia Life Assurance Corporation,  Depositor, and American Skandia
Life  Assurance   Corporation   Variable   Account  B  (Class  1  Sub-Accounts),
Registrant, Registration No.: 333-26685, Investment Company No.: 811-5438.

         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 23, 1999
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 this
Post-effective  Amendment  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




         G:Legal/Andrea/FinalS2consentasapv