EXHIBIT (5)







                   [Duane, Morris & Heckscher LLP Letterhead]


                                 August 10, 1998


The Board of Directors of
   Donegal Group Inc.
1195 River Road
Marietta, PA  17547

Ladies and Gentlemen:

         We have acted as counsel to Donegal Group Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to 107,200 shares (the "Shares") of Common Stock,
$1.00 par value, of the Company, pursuant to the Company's Amended and Restated
1996 Equity Incentive Plan for Directors (the "Plan").

         As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.

         Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan and of any
option granted thereunder, will be duly authorized, legally and validly issued
and outstanding, fully paid and nonassessable.

         We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                   Sincerely,




                                   DUANE, MORRIS & HECKSCHER LLP