[LETTERHEAD OF SHEARMAN & STERLING]


March 12, 1999

Equivest Finance, Inc.
Two Clinton Square
Syracuse, New York 13202

Ladies and Gentlemen:

                  We have acted as special counsel to Equivest Finance, Inc., a
Delaware corporation ("Equivest"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed by Equivest on March 12,
1999 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to 3.5 million shares of common stock, par value
$.01 per share, of Equivest (the "Common Stock"), to be issued from time to time
pursuant to the Equivest Finance, Inc. 1997 Long-Term Incentive Plan (the
"Plan").

                  In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates and other instruments as in our judgment are necessary or
appropriate to be able to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents, certificates and instruments submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies.

                  Based upon the foregoing, we are of the opinion that the
shares of Common Stock to which the Registration Statement relates have been
duly authorized and, when issued and delivered in accordance with the terms of
the Plan and paid for in full in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.

                  Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware and we do not express any opinion
herein concerning any other law.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.


                                        Very truly yours,


                                        /s/ SHEARMAN & STERLING
                                        -----------------------
                                        SHEARMAN & STERLING



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