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                                                              April 23, 1999

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

               Re:      Post-effective Amendment No. 4 on Form S-2 filed by
                        American Skandia Life Assurance Corporation, Registrant
                        Registration No.:  33-89676
                        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 Modified  Guaranteed  Annuity Contract (the "Contract")
that will be issued by American Skandia.

         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.

         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.

American Skandia Life
Assurance Corporation
April 23, 1999
Page 2


         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/FinalS2consentgma