DODIE KENT
Vice President and
Associate General Counsel
(212) 314-3970
(212) 707-1791
LAW DEPARTMENT
April 21, 2008
AXA Equitable Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the filing by AXA Equitable
Life Insurance Company ("AXA Equitable") of a Form S-1 Registration Statement
of AXA Equitable for the purpose of registering Market Value Adjustment
Interests under Flexible Premium Annuity contracts ("Interests") under the
Securities Act of 1933. The Interests are purchased with contributions received
under individual variable annuity contracts and certificates AXA Equitable
offers under group annuity contracts (collectively, the "Certificates"). As
described in the prospectuses included in the Registration Statement, the
Certificates are designed to provide for retirement income benefits.
I have examined such corporate records of AXA Equitable and provisions of the
New York insurance law as are relevant to authorization and issuance of the
Certificates and such other documents and laws as I consider appropriate. On the
basis of such examination, it is my opinion that:
1. AXA Equitable is a corporation duly organized and validly existing under the
laws of the State of New York.
2. The Certificates (including any Interests credited thereunder) are duly
authorized and when issued in accordance with applicable regulatory
approvals represents validly issued and binding obligations of AXA Equitable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Dodie Kent
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Dodie Kent
cc: Christopher E. Palmer, Esq.