[LINCOLN FINANCIAL GROUP(R) LOGO]

ROBERT O. SHEPPARD
SECOND VICE PRESIDENT
AND GENERAL COUNSEL
100 MADISON STREET, SUITE 1860
SYRACUSE, NY 13202-2802
TELEPHONE: (315) 428-8420
FACSIMILE:  (315) 428-8416


April 23, 2008


U. S. Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549-0506

Re:  LLANY Separate Account S for Flexible Premium Variable Life Insurance
     (the "Account")
     Lincoln Life & Annuity Company of New York
     File No. 333-141777; 811-09257; CIK: 0001081039
     Post-Effective Amendment Number 2, Form N-6, Rule 485(b)

Dear Sir or Madam:

As Second Vice President and General Counsel of Lincoln Life & Annuity
Company of New York ("LLANY"), I am familiar with the actions of the Board of
Directors of LLANY, establishing the Account and its method of operation and
authorizing the filing of a Registration Statement under the Securities Act
of 1933, (and amendments thereto) for the securities to be issued by the
Account and the Investment Company Act of 1940 for the Account itself.

In the course of preparing this opinion, I have reviewed the Charter and the
By-Laws of the Company, the Board actions with respect to the Account, and
such other matters as I deemed necessary or appropriate.  Based on such
review, I am of the opinion that the variable life insurance policies (and
interests therein) which are the subject of the Registration Statement under
the Securities Act of 1933, as amended, for the Account will, when issued, be
legally issued and will represent binding obligations of the Company, the
depositor for the Account.

I further consent to the use of this opinion as an Exhibit to Post-Effective
Amendment No. 2 to said Registration Statement and to the reference to me
under the heading "Experts" in said Registration Statement, as amended.

Very truly yours,

/s/ Robert O. Sheppard

Robert O. Sheppard
Second Vice President
and General Counsel