EXHIBIT 5






                                                                       EXHIBIT 5
                                                                       ---------

                            [Duane Morris Letterhead]



                                  June 14, 2001


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 (i) 34,000 shares of Class A Common Stock, $.01 par
value, of the Company, being offered and sold pursuant to the Company's 1996
Employee Stock Purchase Plan; (ii) 912,000 shares of Class A Common Stock, $.01
par value, of the Company, being offered and sold pursuant to the Company's
Amended and Restated 1996 Equity Incentive Plan; (iii) 49,000 shares of Class B
Common Stock, $.01 par value, of the Company, being offered and sold pursuant to
the Company's Amended and Restated 1996 Equity Incentive Plan; and (iv) 48,000
shares of Class A Common Stock, $.01 par value, of the Company, being offered
and sold pursuant to the Company's Amended and Restated 1996 Equity Incentive
Plan for Directors (collectively, the "Shares").

     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 on the foregoing, it is our opinion that each of the Shares, when
issued and paid for, in each case in accordance with the terms and conditions of
the plans set forth above, will be duly authorized, legally and validly issued
and outstanding, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Interests
of Named Experts and Counsel" in the Registration Statement.

                                  Sincerely,




                                  DUANE, MORRIS & HECKSCHER LLP