Exhibit 5(b)

                          Lincoln Benefit Life Company
                        P.O. Box 80469, Lincoln, Nebraska
                      Phone 847.402. 2271 Fax 847.402.3781
                            Email SLees@allstate.com

Susan L. Lees

Director, Senior Vice President, General Counsel and Secretary

Law & Regulation

March 20, 2009

To:    Lincoln Benefit Life Company
       Lincoln, Nebraska

From:  Susan L. Lees
       Director, Senior Vice President, General Counsel and Secretary

Re:    Form S-3 Registration Statement Under the Securities Act of 1933
       File No. 333 -
       Consultant I Variable Annuity (the "Contract")

With reference to the Form S-3 Registration Statement filed by Lincoln Benefit
Life Company (the "Company"), as Registrant, with the Securities and Exchange
Commission covering the above-referenced Contract described therein, I have
examined such documents and such law as I have considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:

     1)   The Company is duly organized and existing under the laws of the State
          of Nebraska and has been duly authorized to do business and to issue
          the Contracts by the Commissioner of Insurance of the State of
          Nebraska.

     2)   The securities registered by the above Registration Statement when
          issued will be valid, legal and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the prospectus constituting part of the Registration
Statement.

Sincerely,


/s/ Susan L. Lees
- ------------------------------------
Susan L. Lees
Director, Senior Vice President, General Counsel and Secretary