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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
July 28, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0506
Re: Lincoln Life & Annuity Flexible Premium Variable Life Account M
(the "Account")
Lincoln Life & Annuity Company of New York
Post-Effective Amendment Number 6, File No. 333-42507
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 the Company, 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 the Company, the depositor for the Account.
I further consent to the use of this opinion as an Exhibit to Post-Effective
Amendment No. 6 to said Registration Statement and to the reference to me under
the heading "Experts" in said Registration Statement, as amended.
Very truly yours,
/s/ Robert O. Sheppard
Robert O. Sheppard
Corporate Counsel
