Exhibit 5


April 22, 2003


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

Gentlemen:

In my capacity as Chief Legal Officer and Secretary of Pruco Life Insurance
Company of New Jersey ("Pruco Life of New Jersey"), I have reviewed the
establishment of the Pruco Life of New Jersey Modified Guaranteed Annuity
Account (the "Account") on May 20, 1996, by the Board of Directors of Pruco Life
of New Jersey as a non-unitized separate account for assets applicable to
certain individual modified guaranteed annuity contracts, pursuant to the
provisions of Section 17B:28-7 of the New Jersey Insurance Code. I was
responsible for oversight of the preparation and review of the Registration
Statement on Form S-3, as amended, filed by Pruco Life of New Jersey with the
U.S. Securities and Exchange Commission (Registration No. 333-103473) under the
Securities Act of 1933 for the registration of certain modified guaranteed
annuity contracts issued with respect to the Account.


I am of the following opinion:

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

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

     (3) The modified guaranteed annuity contracts are legal and binding
         obligations of Pruco Life of New Jersey 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,


Clifford E. Kirsch