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 the shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), to be issued pursuant to the PSI 401(k) 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. With respect to
issues of New Jersey law regarding the corporate authority of Prudential
Financial, Inc., we have relied upon the opinion of McCarter & English, of even
date herewith, delivered to the underwriters with respect to the offering of
Common Stock to the public pursuant to a separate registration statement under
Form S-1.

         Based on the foregoing, we are of the opinion that any authorized but
not previously issued shares of Common Stock which may be issued under the Plan
have been duly authorized and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.

         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