1 DIETRICH, REYNOLDS & KOOGLER, LLP ATTORNEYS AT LAW ONE NATIONWIDE PLAZA COLUMBUS, OHIO 43216 (614) 249-7617 FACSIMILE: (614) 249-2418 PRACTICE LIMITED TO NATIONWIDE INSURANCE COMPANIES AND THEIR ASSOCIATED COMPANIES BRIAN M. BACON ANGELA D. JETT JENNIFER A. NICKELL ANNE DANZA SAXON THOMAS E. BARNES LEROY JOHNSTON, III PETER J. OESTERLING* THERESA R. SCHAEFER EDANA E. BEARD MARK B. KOOGLER REGINA R. ORMOND W. JOSEPH SCHLEPPI ROGER A. CRAIG WALTER R. LEAHY RANDALL L. ORR DAVID E. SIMAITIS RAE ANN DANKOVIC GEORGE K. MACKLIN JARED N. QUARTELL KENT N. SIMMONS ELIZABETH A. DAVIN RANDALL W. MAY ROBERT M. PARSONS DINA A. TANTRA THOMAS W. DIETRICH M. LINDA MAZZITTI THOMAS J. PRUNTE LEE A. THORNBURY CYNTHIA L. DILLON DAVID A. MEYER LUCINDA A. REYNOLDS PHILIP W. WHITAKER JEANNE A. GRIFFIN SANDRA L. NEELY TYLA L. REYNOLDS DAVID L. WHITE MARK E. HARTMAN CHRISTINE A. NESS DANIEL R. RUPP STEVEN L. ZISSER Practice limited to Nationwide Insurance Companies and their associated companies *Practice limited to the State of Pennsylvania December 30, 1999 Nationwide Life Insurance Company One Nationwide Plaza Columbus, Ohio 43215 To the Company: We have prepared the Registration Statement being filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, Last Survivor Flexible Premium Variable Universal Life Insurance Policies to be sold by Nationwide Life Insurance Company ("Nationwide") and to be issued and administered through the Nationwide VLI Separate Account-4. In connection therewith, we have examined the Articles of Incorporation, Code of Regulations and Bylaws of Nationwide, minutes of meetings of the Board of Directors, pertinent provisions of federal and Ohio laws, together with such other documents as we have deemed relevant for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. Nationwide is a stock life insurance corporation duly organized and validly existing under the laws of the State of Ohio and duly authorized to issue and sell life insurance and annuity contracts. 2. Nationwide VLI Separate Account-4 has been properly created and is a validly existing separate account pursuant to the laws of the State of Ohio. 3. The issuance and sale of the Last Survivor Flexible Premium Variable Universal Life Insurance Policies have been duly authorized by Nationwide. 2 U.S. Securities and Exchange Commission December 30, 1999 Page 2 When issued and sold in the manner stated in the prospectus which is contained in the Registration Statement, the policies will be legal and binding obligations of Nationwide in accordance with their terms, except that clearance must be obtained, or the policy form must be approved, prior to the issuance thereof in certain jurisdictions. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name as the firm determining the legality of the securities being registered. Very truly yours, DIETRICH, REYNOLDS & KOOGLER Edana Essa Beard Counsel