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                                                                       Exhibit 7


                      DRUEN, DIETRICH, REYNOLDS & KOOGLER
                                ATTORNEYS AT LAW
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43216


HAND DELIVERED

July 21, 1998

Nationwide Life and Annuity Insurance Company
One Nationwide Plaza
Columbus, Ohio 43216

Ladies and Gentlemen:

We have prepared the Registration Statement filed with the United States
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, Corporate Flexible Premium Variable
Universal Life Insurance Policies to be sold by Nationwide Life and Annuity
Insurance Company (the "Company") and to be issued and administered through
Nationwide VL Separate Account - D. In connection therewith, we have examined
the Articles of Incorporation and the Code of Regulations of the Company,
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.       The Company is a stock life insurance company duly organized and
         validly existing under the laws of the State of Ohio and duly
         authorized to issue and sell life, accident and health insurance and 
         annuity contracts.

2.       Nationwide VL Separate Account - D 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 Corporate Flexible Premium Variable
         Universal Life Insurance Policies have been duly authorized by the
         Company. When issued and sold in the manner stated in the prospectus
         constituting a part of the Registration Statement, the policies will be
         legal and binding obligations of the Company in accordance with their
         terms, except that clearance must be obtained, or the policy 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 under the caption "Legal
Opinions" in the prospectus contained in the Registration Statement.

Very truly yours,

DRUEN, DIETRICH, REYNOLDS & KOOGLER

Brian M. Bacon