MetLife, Inc.
January 15, 2020
Page 2
Agreement; (g) an executed copy of the Pricing Agreement; (h) an executed copy of the Certificate of Designations; (i) a copy of the certificate representing the Series F Preferred Shares executed by the Company; (j) an executed copy of the Deposit Agreement, dated as of January 15, 2020 (the “Deposit Agreement”), among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary (the “Depositary”), and the holders from time to time of the depositary receipts issued thereunder (the “Depositary Receipts”); (k) a copy of the global Depositary Receipt representing the Depositary Shares; (l) a certificate of the Secretary of the Company, dated January 15, 2020, including the exhibits thereto; (m) a certificate, dated January 15, 2020 from the Office of the Secretary of the State of Delaware as to the existence and good standing in the State of Delaware of the Company; and (n) such other records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.
We have also examined, have relied as to matters of fact upon and have assumed the accuracy of originals or copies certified, or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments that we have deemed appropriate and such representations, statements and certificates or comparable documents of or from public officials and officers and representatives of the Company and of representations of such persons whom we have deemed appropriate, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, and in connection with our review of all such documents, including the documents referred to in clauses (a) through (n) of the preceding paragraph, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that:
(1) The Series F Preferred Shares and the Depositary Shares have been duly authorized by the Company and, upon issuance and delivery of and payment for the Depositary Shares pursuant to the terms of the Underwriting Agreement and the Pricing Agreement, will be validly issued, fully paid andnon-assessable. The deposit of the Series F Preferred Shares in accordance with the Deposit Agreement has been duly authorized; and
(2) Upon deposit of the Series F Preferred Shares with the Depositary pursuant to the Deposit Agreement and the due execution and delivery by the Depositary of the Deposit Agreement and the Depositary Receipts in accordance with the Deposit Agreement, the Depositary Shares will entitle the holder thereof to the benefits provided in the Deposit Agreement and the Depositary Receipts. The issuance of the Depositary Shares and the Series F Preferred Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or other entity. No holder of Depositary Shares will be subject to personal liability by reason of being such a holder.