Exhibit 5.1
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March 25, 2019
Brighthouse Financial, Inc.
11225 North Community House Road
Charlotte, North Carolina 28277
Brighthouse Financial, Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-3 (Registration No. 333-227190) (the “Registration Statement”) and the Prospectus Supplement, dated March 18, 2019 (the “Prospectus Supplement”), to the Prospectus, dated September 5, 2018, of Brighthouse Financial, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”), relating to the issuance and sale by the Company of 17,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s 6.600% Non-Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”), and in the aggregate representing 17,000 shares (the “Preferred Shares”) of Series A Preferred Stock. The Depositary Shares are evidenced by a global registered receipt (the “Global Registered Receipt”) issued pursuant to the Deposit Agreement, dated March 25, 2019 (the “Deposit Agreement”), among the Company, Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as depositary (the “Depositary”), and the holders from time to time of depositary receipts described therein.
In rendering the opinions 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 other certificates of public officials, officers and representatives of the Company and other persons as we have deemed appropriate for the purposes of such opinions, (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 opinions. In rendering the opinions 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