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

                                   (614) 249-7617
                              FACSIMILE: (614) 249-2418

December 24, 1997


VIA EDGAR

Nationwide Life and Annuity Insurance Company
One Nationwide Plaza 
Columbus, OH  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 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-C.  In connection therewith, we have examined the Articles of
Incorporation and 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-C 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 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.



Nationwide Life and Annuity Insurance Company
December 29, 1997
Page 2

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


/s/ Brian M. Bacon

Brian M. Bacon