Exhibit 5.1
June 4, 2019
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, New York 10104
Registration Statement on FormS-3
of AXA Equitable Holdings, Inc.
Ladies and Gentlemen:
We have acted as special counsel to AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on FormS-3 (the “Registration Statement”), including a base prospectus (the “Prospectus”), which provides that it may be supplemented by one or more prospectus supplements, relating to the offer and sale from time to time (the “Offering”) of up to 237,162,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be sold by the selling stockholder (the “Selling Stockholder”) referred to in the Prospectus.
In arriving at the opinion expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such corporate and other organizational documents and records of the Company and such certificates of public officials, officers and representatives of the Company and other persons as we have deemed appropriate for the purposes of such opinion, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and other persons delivered to us and (c) made such investigations of law as we have deemed appropriate as a basis for such opinion. In rendering the opinion expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies and (iv) the legal capacity of all natural persons executing documents.
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Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid andnon-assessable under the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Validity of Common Stock” in the Prospectus forming a part thereof. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as currently in effect.
Very truly yours,
/s/ Debevoise & Plimpton LLP
