MetLife 1095 Avenue of the Americas 19th Floor New York, NY 10036 212 578-2211 |  |
Nancy H. Badeer
VP & Associate General Counsel
Law Department
T: 212-578-6810 F: 212-251-1566
April 8, 2016
Board of Directors
MetLife Insurance Company USA
1209 Orange Street
Wilmington, DE 19801
| Re: | Opinion of Counsel |
Pre-Effective Amendment No. 1 to the Registration Statement
MetLife Insurance Company USA
File No. 333-208664
MetLife Shield Level Selector/SM/ Annuity
Ladies and Gentlemen:
I am an Associate General Counsel to the MetLife Group and provide legal counsel to MetLife Insurance Company USA. This opinion is furnished in connection with the proposed offering of a certain single premium deferred index-linked annuity contract (the “Contract”) issued by MetLife Insurance Company USA (“Company”) under Pre-Effective Amendment No. 1 to Registration Statement No. 333-208664 filed on April 8, 2016 (the “Registration Statement”) and described therein, filed by the Company under the Securities Act of 1933, as amended.
I have made such examination of law and examined such records of the Company and other documents as in my judgment are necessary or appropriate to render the opinion expressed below.
I am of the following opinions:
1. The Company is duly organized and existing under the laws of the State of Delaware and has been duly authorized to do business and to issue annuity contracts by the Insurance Commissioner of the State of Delaware.
2. The Contract covered by the above Registration Statement, and all amendments relating thereto, when delivered and when the first purchase payment made by an owner all in accordance with the prospectus (the “Prospectus”) included in the Registration Statement and in compliance with the applicable local law, will be a legal and binding obligation of the Company in accordance with its terms. Owners of Contracts, as such, will not be subject to any deductions and charges by the Company other than those described in the Contract and as referred to in the Prospectus.
I hereby consent to the use of this opinion letter, or a copy thereof, as an exhibit to the Registration Statement.
Sincerely,
| /s/ Nancy H. Badeer |
| Nancy H. Badeer |
| VP & Associate General Counsel |