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Robert O. Sheppard Lincoln Financial Group
Corporate Counsel Lincoln Life & Annuity
Company of New York
120 Madison Street, Suite 1700
Syracuse, NY 13202-2802
Telephone: (315) 428-8420
Facsimile: (315) 428-8419
December 19, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lincoln Life & Annuity Company of New York
Initial Registration Statement
Lincoln Life & Annuity Flexible Premium Variable
Life Account M (the "Account")
File No. 811-08559, under the Securities Act of 1933, as amended
Dear Sirs:
As Corporate Counsel of Lincoln Life & Annuity Company of New York ("LLANY"),
I am familiar with the actions of the Board of Directors of LLANY
establishing the Account and its method of operation and authorizing the
filing of a Registration Statement under the Securities Act of 1933 (and
amendments thereto) for the securities to be issued by the Account and the
Investment Company Act of 1940 for the Account itself.
In the course of preparing this opinion, I have reviewed the Charter and the
By-Laws of LLANY, the Board actions with respect to the Account, and such
other matters as I deemed necessary or appropriate. Based on such review, I
am of the opinion that the variable life insurance policies (and interests
therein) which are the subject of the Registration Statement under the
Securities Act of 1933, as amended, for the Account will, when issued, be
legally issued and will represent binding obligations of LLANY, the depositor
for the Account.
I further consent to the use of this opinion as an Exhibit to this initial
Registration Statement and to the reference to me under the heading "Experts"
in said Registration Statement.
Very truly yours,
/s/ Robert O. Sheppard
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Robert O. Sheppard
