Exhibit 5.1
[Letterhead of Prudential Financial, Inc.]
August 13, 2018
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
Ladies and Gentlemen:
As Vice President and Corporate Counsel of The Prudential Insurance Company of America, I am familiar with the arrangements whereby Prudential Financial, Inc., a New Jersey corporation (the “Company”), has been authorized to issue and sell $500,000,000 aggregate principal amount of the Company’s 5.625% Junior Subordinated Notes due 2058 and up to an additional $75,000,000 aggregate principal amount of the 5.625% Junior Subordinated Notes due 2058 that may be issued upon the exercise of the over-allotment option granted by the Company to the underwriters(the “Notes”), pursuant to the Company’s Registration Statement on FormS-3 (FileNo. 333-223355) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued under the Company’s Subordinated Debt Securities Indenture (as amended and supplemented, the “Indenture”), dated as of June 17, 2008, between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”).
I have examined or caused to be examined under my direction certificates of public officials, and copies, certified or otherwise identified to my satisfaction, of such corporate documents and records of the Company, and such other records, certificates, documents and other instruments, as I have deemed relevant and necessary or appropriate as a basis for this opinion. In addition, I have consulted with certain attorneys in the Company’s Law Department and have relied, to the extent I deemed such reliance proper, upon certificates of officers of the Company with respect to the accuracy of material factual matters that were not independently established.
Upon the basis of such examination, I advise you that, in my opinion, the Notes have been duly authorized, executed and delivered by the Company and constitute valid and binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The foregoing opinion is limited to the Business Corporation Act, as amended, of the State of New Jersey and the laws of the State of New York, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
