Exhibit 8.1
TELEPHONE:1-212-558-4000
FACSIMILE:1-212-558-3588
WWW.SULLCROM.COM
125 Broad Street
New York, New York 10004-2498
LOS ANGELES • PALO ALTO • WASHINGTON, D.C.
BRUSSELS • FRANKFURT • LONDON • PARIS
BEIJING • HONG KONG • TOKYO
MELBOURNE • SYDNEY
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
Ladies and Gentlemen:
We have acted as counsel to Prudential Financial, Inc., a New Jersey corporation (“Prudential”), in connection with the issuance and sale of $500,000,000 aggregate principal amount of Prudential’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 Prudential to the underwriters (the “Notes”), as described in the prospectus supplement, dated August 6, 2018 (the “Prospectus Supplement”), to the prospectus included in the Registration Statement on FormS-3 (FileNo. 333-223355) under the Securities Act of 1933 as amended (the “Act”), dated March 1, 2018.
We hereby confirm to you our opinion as set forth under the heading “Material United States Federal Income Tax Considerations” in the Prospectus Supplement, subject to the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to Prudential’s Current Report on Form8-K to be filed in connection with the issuance and sale of the Notes, and to the reference to us under the heading “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
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| Very truly yours, |
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| /s/ SULLIVAN & CROMWELL LLP |
