Attached files
Exhibit 5.1
Letterhead
of Andrew Scanlon
December
18, 2009
Lincoln
National Life Insurance Company
Metro
Center
350
Church Street
Hartford,
Connecticut 06103
Re: The Lincoln National
Life Insurance Company Agents’ Savings and Profit-Sharing
Plan
Ladies
and Gentlemen:
I have
acted as counsel to Lincoln National Corporation, an Indiana corporation (the
“Company”), in connection with The Lincoln National Life Insurance Company
Agents’ Savings and Profit-Sharing Plan (the “Plan”). The Company’s
common stock, no par value, will be issued under the Plan and registered on a
Registration Statement on Form S-3 (the “Form S-3”). Related
interests in the Plan will be registered on a separate registration statement on
Form S-1 (the “Form S-1,” and together with the Form S-3, the “Registration
Statements”). Terms defined in the Registration Statements and not
otherwise defined are used with the meanings as so defined.
In so
acting, I have examined originals or copies, certified or otherwise identified
to my satisfaction, or the Plan and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company as I have
deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to original
documents of documents submitted to me as certified or photostatic copies and
the authenticity of the originals of such latter documents.
Based on
the foregoing, and subject to the qualifications stated herein, I am of the
opinion that the current written Plan document, including any amendments,
complies with the relevant requirements of the Employee Retirement Income
Securities Act of 1974, as amended.
I am also
of the opinion that, upon acceptance by the Trustee of the Plan of contributions
made pursuant to the Plan, participants will have legally issued, fully paid,
and non-assessable interests in the Plan.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statements. I also consent to any and all references to me in the
Registration Statements.
This
opinion is rendered solely for your benefit in connection with the transaction
described above.
Sincerely,
/s/Andrew
Scanlon
Andrew
Scanlon
Senior
Counsel
Lincoln
National Corporation