Attached files

file filename
8-K - FORM 8-K - PRUDENTIAL FINANCIAL INCd448244d8k.htm
EX-4.2 - SEVENTH SUPPLEMENTAL INDENTURE, DATED DECEMBER 4, 2012 - PRUDENTIAL FINANCIAL INCd448244dex42.htm
EX-5.1 - OPINION OF JOHN M. CAFIERO, DATED DECEMBER 4, 2012 - PRUDENTIAL FINANCIAL INCd448244dex51.htm
EX-1.1 - UNDERWRITING AGREEMENT, DATED NOVEMBER 27, 2012 - PRUDENTIAL FINANCIAL INCd448244dex11.htm

Exhibit 8.1

December 4, 2012        

Prudential Financial, Inc.,

      751 Broad Street,

              Newark, New Jersey 07102.

Ladies and Gentlemen:

We have acted as counsel to Prudential Financial, Inc., a New Jersey corporation (“Prudential”), in connection with the issuance and sale of $500,000,000 aggregate principal amount of Prudential’s 5.75% Junior Subordinated Notes due 2052 and an additional $75,000,000 aggregate principal amount of the 5.75% Junior Subordinated Notes due 2052 representing the exercise of the over-allotment option by the Underwriters (the “Notes”), as described in the prospectus supplement, filed with the Securities and Exchange Commission on November 28, 2012 (the “Prospectus Supplement”), to the prospectus included in the Registration Statement on Form S-3 (File No. 333-180020, 333-180020-01 and 333-180020-02) under the Securities Act of 1933 as amended (the “Act”), dated March 9, 2012.

We hereby confirm to you our opinion as set forth under the heading “Material United States Federal Income Tax Considerations” in the Prospectus Supplement, subject to the limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to Prudential’s Form 8-K to be filed in connection with the issuance and sale of the Notes, and to the reference to us under the heading “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell