MetLife, Inc.
January 6, 2023
Page 2
to Bank One Trust Company, N.A.)), as trustee (the “Trustee”); (i) an executed copy of the Thirty-Seventh Supplemental Indenture relating to the Senior Notes, dated as of January 6, 2023 (the “Supplemental Indenture”), each between the Company and the Trustee; (j) copies of the certificates executed by the Company representing the Senior Notes; and (k) 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 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 (k) 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.
With your permission, for purposes of the opinion expressed herein, we have assumed that the Trustee has the power and authority to authenticate the certificates representing the Senior Notes.
Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the issuance and sale of the Senior Notes have been duly authorized by the Company, each certificate representing the Senior Notes has been duly executed and delivered by the Company, and when each certificate representing the Senior Notes has been authenticated and delivered by the Trustee in accordance with the terms of the Senior Indenture and the Supplemental Indenture and the Senior Notes have been delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Pricing Agreement, the Senior Indenture and the Supplemental Indenture, the Senior Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Senior Indenture and the Supplemental Indenture, and will be enforceable against the Company in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity).
We express no opinion as to the effect of any federal or state laws regarding fraudulent transfers or conveyances. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. In particular (and without limiting the generality of the foregoing), we express no opinion concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Senior Notes is located that limits the rate of interest that such holder may charge or collect. Furthermore, we express no opinion as to: (i) whether a United States federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Senior Notes or the Indenture or the transactions contemplated thereby; and (ii) any waiver of inconvenient forum.
