Exhibit 5.1
| | | | |
| | Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 +1 212 909 6000 | | |
May 21, 2020
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 FormS-3 (RegistrationNo. 333-227190) (the “Registration Statement”) and the Prospectus Supplement, dated May 18, 2020 (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 14,000,000 depositary shares (the “Firm Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s 6.750%Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”), and in the aggregate representing 14,000 shares (the “Firm Preferred Shares”) of Series B Preferred Stock, pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the several underwriters to be named in Schedule 1 thereto (the “Underwriters”). The Company has granted the Underwriters an option to purchase up to 2,100,000 additional depositary shares to cover over-allotments (the “Option Depositary Shares” and, together with the Firm Depositary Shares, the “Depositary Shares”), each representing a 1/1,000th interest in one share of the Series B Preferred Stock and, and in the aggregate representing 2,100 shares (the “Option Preferred Shares” and, together with the Firm Preferred Shares, the “Preferred Shares”) of Series B Preferred Stock. The Depositary Shares are evidenced by a global registered receipt (the “Global Registered Receipt”) issued pursuant to the Deposit Agreement, dated May 21, 2020 (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.