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Exhibit 7
[NATIONWIDE LETTERHEAD]
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 432151
RE: NATIONWIDE VLI SEPARATE ACCOUNT - 5
NATIONWIDE LIFE INSURANCE COMPANY
Securities Act of 1933 File No. 333-______
Investment Company Act of 1940 Act File No. 811-________
Dear Madam/Sir:
I have acted as counsel to Nationwide Life Insurance Company (the "Company"), an
Ohio insurance company, and Nationwide VLI Separate Account - 5 (the "Separate
Account") in connection with the registration of securities in the form of
variable annuity contracts (the "Contracts") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. I have examined such
documents (including the Form N-8B-2 and Form S-6 Registration Statement) and
reviewed such questions of law as I considered necessary and appropriate, and on
the basis of such examination and review, it is my opinion that:
1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Ohio and is duly
authorized by the Insurance Department of the State of Ohio to issue the
contracts.
2. The Separate Account is a duly authorized and validly existing separate
account established pursuant to the provisions of Title 39 of the Ohio Revised
Code.
3. To the extent so provided under the Contracts, that portion of the assets of
the Account equal to the reserves and other contract liabilities with respect to
the Account will not be chargeable with liabilities arising out of any other
business that the Company may conduct.
4. The Contracts, when issued as contemplated by the Form S-6 Registration
Statement, will constitute legal, validly issued and binding obligations of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the Form N-8B-2
and S-6 Registration Statement for the Separate Account and the Contracts,
respectively.
Sincerely,
/s/ Michael R. Moser
Michael R. Moser, Esq.
