December 18, 2012
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
Ladies and Gentlemen:
As Vice President and Corporate Counsel of The Prudential Insurance Company of America, I am familiar with the arrangements whereby Prudential Financial, Inc., a New Jersey corporation (the
Company), has been authorized to issue and sell ¥33,000,000,000 aggregate principal amount of 3.1045% Medium-Term Notes, Series D, due December 18, 2032 (the Notes) pursuant to the Companys Registration
Statement on Form S-3 (File Nos. 333-180020, 333-180020-01 and 333-180020-02) (the Registration Statement) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act).
The Notes are being issued under the Companys Senior Debt Securities Indenture (as amended, the Indenture), dated as of April 25, 2003, between the Company and The Bank of New York Mellon (formerly known as The Bank of New
York) (as successor to JPMorgan Chase Bank, N.A.), as trustee (the Trustee).
I have examined or caused to be
examined under my direction certificates of public officials, and copies, certified or otherwise identified to my satisfaction, of such corporate documents and records of the Company, and such other records, certificates, documents and other
instruments, as I have deemed relevant and necessary or appropriate as a basis for this opinion. In addition, I have consulted with certain attorneys in the Companys Law Department and have relied, to the extent I deemed such reliance proper,
upon certificates of officers of the Company with respect to the accuracy of material factual matters that were not independently established.
Upon the basis of such examination, I advise you that, in my opinion:
issuance and sale of the Notes have been authorized by the Company. The Notes have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting enforcement of creditors rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Prudential Financial, Inc.
The foregoing opinion is limited to the federal laws of the United
States, the laws of the State of New Jersey and the laws of the State of New York, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
As to certain factual matters, I have relied upon certificates of officers of the Company and its subsidiaries and certificates of public officials and other sources believed by me to be responsible; and
I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Trustees certificates of authentication of the Notes have been manually signed by one of the Trustees authorized officers, that
the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by me (or members of the Companys Law Department) are genuine (assumptions that I have not
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
|Very truly yours,|
|/s/ John M. Cafiero|
|John M. Cafiero|