EXHIBIT 8.1

                  [Letterhead of Sonnenschein Nath & Rosenthal]


                                November 19, 2001


Lincoln National Corporation
Lincoln National Capital V
1500 Market Street
Suite 3900
Philadelphia, Pennsylvania 19102-2112

          Re:  Lincoln National Capital V
               7.65% Trust Preferred Securities, Series E

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-3 (Reg. No.
333-49201) (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") by Lincoln National Corporation ("Lincoln") and
Lincoln National Capital V and the prospectus dated April 27, 1998 contained
therein and the prospectus supplement dated November 9, 2001 to such prospectus
(collectively, the "Prospectus") relating to the offering of 7.65% Trust
Preferred Securities, Series E (the "Preferred Securities").

     We have acted as special counsel to Lincoln in connection with the
preparation of the Registration Statement and the Prospectus. We hereby confirm
that, although the discussion set forth under the caption "United States Federal
Income Tax Consequences" in the Prospectus does not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of Preferred Securities, the statements contained in
the Prospectus under such caption, to the extent they constitute matters of U.S.
federal income tax law or legal conclusions with respect thereto, have been
prepared or reviewed by us, and, in our opinion, are correct in all material
respects. Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, statements and representations set forth in
the Registration Statement and Prospectus.

     This opinion is furnished to you solely for your benefit in connection with
the filing of a Current Report on Form 8-K in connection with the transactions
contemplated by the Prospectus and, except as set forth below, is not to be
relied upon, used, circulated, quoted or otherwise referred to in any manner by
any person, firm, governmental authority or entity whatsoever without our prior
written consent. This opinion is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters stated herein. This
opinion shall not be construed as or deemed to be a guaranty or insuring
agreement.




November 19, 2001
Page 2


     This opinion is rendered as of the date hereof based on the law and facts
in existence on the date hereof, and we do not undertake, and hereby disclaim,
any obligation to advise you of any changes in law or fact, whether or not
material, which may be brought to our attention at a later date.

     We hereby consent to the use of our name under the heading "Legal Matters"
in the Prospectus and the filing of this opinion with the Commission as Exhibit
8.1 to the Form 8-K. In giving this consent, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission promulgated thereunder.

                                                   Very truly yours,

                                                   SONNENSCHEIN NATH & ROSENTHAL