EX-5.(C) 2 d282625dex5c.txt OPINION AND CONSENT OF COUNSEL REGARDING LEGALITY Exhibit 5(c) Lincoln Benefit Life Company P.O. Box 80469, Lincoln, Nebraska 68501 Phone 847.402.2271 Fax 847.402.3781 Email SLees@allstate.com Susan L. Lees Director, Senior Vice President, General Counsel and Secretary Law & Regulation March 27, 2012 To: Lincoln Benefit Life Company Lincoln, Nebraska 68501 From: Susan L. Lees Director, Senior Vice President, General Counsel and Secretary Re: Form S-1 Registration Statement under the Securities Act of 1933 File No. 333- The Consultant Solutions Variable Annuities (Classic, Plus, Elite, Select (the "Contract") With reference to the Form S-1 Registration Statement filed by Lincoln Benefit Life Company (the "Company"), as Registrant, with the Securities and Exchange Commission covering the Contract described therein, I have examined such documents and such law as I have considered necessary and appropriate, and on the basis of such examination, it is my opinion that as of March 27, 2012: 1) The Company is duly organized and existing under the laws of the State of Nebraska and has been duly authorized to do business and to issue the Contracts by the Commissioner of Insurance of the State of Nebraska. 2) The securities registered by the above Registration Statement when issued will be valid, legal and binding obligations of the Company. I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of my name under the caption "Legal Matters" in the prospectus constituting part of the Registration Statement. Sincerely, /s/ Susan L. Lees -------------------------------- Susan L. Lees Director, Senior Vice President, General Counsel and Secretary