Exhibit 5 - Opinion and Consent of Counsel regarding legality

August 1, 2001



Lincoln Benefit Life Company
Lincoln Benefit Life Centre
Lincoln, Nebraska 68501-0469

RE: Lincoln Benefit Life Company
    Lincoln Benefit Life Variable Annuity Account
    Registration Statement on Form S-3 (File No. 333-_____)

Dear Sirs:

This  opinion is  furnished  in  connection  with the  filing of a  Registration
Statement  on Form  S-3  ("Registration  Statement")  by  Lincoln  Benefit  Life
Variable Annuity Account ("Separate Account"). The Registration Statement covers
an indefinite amount of interests under the variable portion of Flexible Premium
Individual Deferred Variable Annuity Contracts  ("Contracts") offered by Lincoln
Benefit Life Company ("Lincoln Benefit").  Purchase Payments paid under variable
annuity contracts offered by Lincoln Benefit may be allocated by Lincoln Benefit
to the Separate  Account in accordance with the owners'  direction with reserves
established by Lincoln Benefit Life to support such policies.

The Contracts are designed to provide annuity  benefits and are to be offered in
a manner  described  in the  Prospectus  which is included  in the  Registration
Statement.

The Contracts will be sold only in jurisdictions authorizing such sales.

I have  examined all such  corporate  records of Lincoln  Benefit and such other
documents and laws as I consider appropriate as a basis for this opinion. On the
basis of such examination, it is my opinion that:

1.   Lincoln Benefit is a corporation  duly organized and validly existing under
     the laws of the State of Nebraska.

2.   The Separate  Account is an account  established  and maintained by Lincoln
     Benefit pursuant to the laws of the State of Nebraska,  under which income,
     gains and losses,  whether or not  realized,  from assets  allocated to the
     Separate  Account,  are, in accordance  with the Contracts,  credited to or
     charged against the Separate Account without regard to other income,  gains
     or losses or Lincoln Benefit.

3.   Assets  allocated to the Separate Account will be owned by Lincoln Benefit.
     The Policies provide that the portion of the assets of the Separate Account
     equal to the reserves and other  Contract  liabilities  with respect to the
     Separate Account will not be chargeable with liabilities arising out of any
     other business Lincoln Benefit Life may conduct.

4.   When  issued  and  sold as  described  above,  the  Contracts  will be duly
     authorized and will  constitute  validly issued and binding  obligations of
     Lincoln Benefit in accordance with their terms.

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement.

                                Yours truly,

                                /s/ William F. Emmons

                                William F. Emmons
                                Senior Vice President, Assistant General Counsel
                                and Assistant Secretary