Exhibit 5

                                                                 April 6, 2001

Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992

Gentlemen:

In my capacity as Chief Counsel of Pruco Life Insurance  Company ("Pruco Life"),
I have reviewed the  establishment of Pruco Life Variable Contract Real Property
Account (the  "Account")  on August 27, 1986 by the  Executive  Committee of the
Board of Directors of Pruco Life as a separate account for assets  applicable to
certain  variable  life  insurance  contracts  and variable  annuity  contracts,
pursuant to the  provisions of Section 20-651 of the Arizona  Insurance  Code. I
was  responsible  for  the  oversight  of  the  preparation  and  review  of the
Registration  Statement  on Form S-1, as  amended,  filed by Pruco Life with the
Securities  and  Exchange  Commission  (Registration  No.  33-86780)  under  the
Securities Act of 1933 for the registration of the Account.

I am of the following opinion:

     (1)  Pruco  Life was duly  organized  under  the laws of  Arizona  and is a
          validly existing corporation.

     (2)  The  Account  has been  duly  created  and is  validly  existing  as a
          separate account pursuant to the aforesaid provisions of Arizona law.

     (3)  The portion of the assets held in the  Account  equal to the  reserves
          and other  liabilities  for variable  benefits under the variable life
          insurance  contracts and variable annuity  contracts is not chargeable
          with  liabilities  arising  out of any other  business  Pruco Life may
          conduct.

     (4)  The variable life insurance  contracts and variable annuity contracts,
          are legal and binding  obligations  of Pruco Life in  accordance  with
          their terms.

In arriving at the foregoing  opinion,  I have made such  examination of law and
examined  such  records  and  other  documents  as I judged to be  necessary  or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.


Very truly yours,



 /s/
- --------------------------------
Clifford E. Kirsch