Exhibit 5 Opinion and Consent of Counsel Regarding Legality

                                                              December 24, 2003

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

RE:      Lincoln Benefit Life Company
         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
Company  (  "Lincoln  Benefit"  ) for  market  value  adjusted  interests  under
Individual Variable Deferred Annuity Contracts ( "Contracts" ). The Registration
Statement covers a proposed maximum aggregate  offering price of $25,000,000.00.
The Contracts are designed to provide annuity  benefits and are to be offered in
the 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.   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,



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