December 13, 2001


Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102

Dear Sirs and Mesdames:

     We have acted as special counsel to Prudential Financial, Inc., a New
Jersey corporation (the "Company"), in connection with the filing by the Company
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to $20,000,000 of deferred compensation obligations (the "Obligations") of the
Company pursuant to The Prudential Insurance Company of America Deferred
Compensation Plan (the "Plan")

     We have examined the originals, or copies certified or otherwise identified
to our satisfaction, of the Plan and such other corporate records, documents,
certificates or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.

     Based on the foregoing, we are of the opinion that when the Obligations are
issued in accordance with the Plan, the Obligations will constitute valid and
legally binding Obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of generally
applicability relating to or affecting creditors' rights. Our opinion relates to
the Obligations only and we do not opine on any provisions of the Plan, their
registration under the Securities Act, or other securities registered pursuant
to the Registration Statement

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                Very truly yours,

                                /s/ Debevoise & Plimpton