EXHIBIT 5

                          [DUANE MORRIS LLP LETTERHEAD]


                                  May 31, 2002


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 200,000 shares (the "Shares") of Class A common
stock, $.01 par value, of the Company, under the Donegal Mutual Insurance
Company 401(k) Plan (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, 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 LLP