EXHIBIT 5.1
LEBOEUF, LAMB, GREENE & MACRAE LLP
NEW YORK 125 WEST 55TH STREET LONDON
WASHINGTON, D.C. NEW YORK, NY 10019-5389 A MULTINATIONAL
ALBANY PARTNERSHIP
BOSTON (212) 424-8000 PARIS
CHICAGO FACSIMILE: (212) 424-8500 BRUSSELS
HARTFORD JOHANNESBURG
HOUSTON (PTY) LTD.
JACKSONVILLE MOSCOW
LOS ANGELES RIYADH
PITTSPURGH AFFILIATED OFFICE
SAN FRANCISCO BISHKEK
ALMATY
ALMATY
BEIJING
June 29, 2005
MetLife, Inc.
27-01 Queens Plaza North
Long Island City, New York 11101
Re: MetLife, Inc.
GBP400,000,000 5.25% Senior Notes due June 29, 2020
Ladies and Gentlemen:
We have acted as special counsel for MetLife, Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of GBP400,000,000 principal amount of the Company's
5.25% Senior Notes due June 29, 2020 (the "Securities") pursuant to the
Indenture, dated as of November 9, 2001 (the "Base Indenture"), between the
Company and Bank One Trust Company, N.A. (predecessor to J.P. Morgan Trust
Company, National Association) as trustee (the "Trustee"), as supplemented by
the Fourteenth Supplemental Indenture, dated as of June 29, 2005, between the
Company and the Trustee (such Base Indenture, as so supplemented, the
"Indenture").
In connection therewith, we have examined (a) a copy of the Global
Certificate, dated June 29, 2005, evidencing in the aggregate GBP400,000,000
principal amount of the Securities, (b) the Underwriting Agreement, dated June
22, 2005 (the "Underwriting Agreement"), between the Company and Barclays Bank
PLC and The Royal Bank of Scotland plc, as Representatives of the Underwriters
(as defined below), (c) the Pricing Agreement, dated June 22, 2005 (the "Pricing
Agreement"), between the Company and the Underwriters named in Schedule I to the
Pricing Agreement (the "Underwriters"), (d) the Indenture and (e) such records
of the corporate proceedings of the Company as we have deemed necessary as the
basis for the opinion rendered herein. In addition, we have examined the
originals (or copies certified or otherwise identified to our satisfaction) of
such other agreements, instruments, certificates, documents and records and have
reviewed such questions of law and made such inquiries as we have deemed
necessary or appropriate for the purposes of the opinion rendered herein.
MetLife, Inc.
June 29, 2004
Page 2
In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the originals of such latter
documents. We have also assumed that the books and records of the Company are
maintained in accordance with proper corporate procedures. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, certificates,
documents and records and upon statements and certificates of officers and
representatives of the Company and public officials.
Based upon and subject to the foregoing, and subject to the further
limitations, qualifications and assumptions stated herein, we are of the opinion
that:
The Securities have been duly authorized, executed and delivered by
the Company and, when the Securities have been authenticated and delivered by
the Trustee in accordance with the terms of the Indenture and delivered to and
paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement and the Pricing Agreement, the Securities will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, and entitled to the benefits provided by the
Indenture.
The opinion expressed herein is subject to the effects of (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
other similar laws now or hereafter in effect affecting creditors' rights
generally; (ii) general principles of equity (regardless of whether such
principles are considered in a proceeding in law or equity) and (iii) an implied
covenant of good faith, reasonableness and fair dealing, and standards of
materiality.
The opinion expressed herein is limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States.
We consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated June 29, 2005, which is incorporated
by reference into the Registration Statement and the Final Prospectus and to the
use of our name under the caption "Legal Opinions" contained in the Final
Prospectus. In giving our consent, we do not thereby concede that we come within
the category of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.