Exhibit 5(a)

                                                    August 8, 2001

Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032

Re:    Conseco, Inc.
       Registration Statement on Form S-8

Gentlemen and Madam:

       I am Executive Vice President and General Counsel for Conseco, Inc., an
Indiana corporation (the "Company"), and in such capacity, I exercise general
supervision over the Company's legal affairs. I and lawyers over whom I exercise
general supervision ("we") have acted as counsel to the Company in connection
with the Registration Statement on Form S-8 concerning shares of common stock,
no par value, of the Company ("Common Stock") to be issued in connection with
the ExlService.com, Inc. Stock Option Plan (the "Plan"). In connection with
our representation, we have examined the corporate records of the Company,
including its Amended and Restated Articles of Incorporation, its Amended and
Restated ByLaws and other corporate records and documents and have made such
other examinations as we consider necessary to render this opinion. Based upon
the foregoing, I am of the opinion that:

       1.         The Company is a corporation duly organized and validly
                  existing under the laws of the State of Indiana.

       2.         The Plan and the shares of Common Stock to be issued
                  under the Plan have been duly authorized by all requisite
                  corporate action.

       3.         With respect to the authorized but unissued shares of Common
                  Stock to be issued under the Plan, such shares, when
                  issued in accordance with the terms and provisions for their
                  issuance, will be validly issued, fully paid and
                  non-assessable.











       I consent to the filing of this opinion as an exhibit to the registration
statement referred to above and to all references to me in such registration
statement.

                                    Very truly yours,


                                By: /s/ David K. Herzog
                                    --------------------------------------------
                                    David K. Herzog
                                    Executive Vice President, General Counsel
                                    and Secretary