American Skandia Life
Assurance Corporation
One Corporate Drive
P.O. Box 883
Shelton, CT 06484-0883
Telephone (203) 926-1888
Fax (203) 925-6932
June 14, 2000
American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut 06484
RE: Post-Effective Amendment No. 5 to Registration Statement on
Form N-4 filed by American Skandia Life Assurance Corporation,
Depositor, and American Skandia Life Assurance Corporation
Variable Account B (Class 2), Registrant
Securities Act Registration No. 333-08853
Investment Company Act Registration No. 811-8248
Dear Sir/Madam:
I have acted as General Counsel to American Skandia Life Assurance Corporation
(the "Company"), a Connecticut insurance company, and American Skandia Life
Assurance Corporation Variable Account B (Class 2) (the "Account") in connection
with the registration of an indefinite amount 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 or caused to be examined such documents (including the Form N-4
registration statement) and reviewed or caused to be 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 Connecticut and is
duly authorized by the Insurance Department of the State of Connecticut to
issue the Contracts.
2. The Account is a duly authorized and existing separate account established
pursuant to the provisions of Section 38a-433 of the Connecticut Statutes.
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 N-4 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-4
registration statement for the Contracts and the Account.
Sincerely yours,
/s/ T. Richard Kennedy
T. Richard Kennedy
General Counsel
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