OPINION OF SULLIVAN AND CROMWELL

Exhibit 5.1

[LETTERHEAD OF SULLIVAN & CROMWELL]

November 14, 2001



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


Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the
"Act") of 110,000,000 shares (the "Shares") of Common Stock, par value $.01 per
share, of Prudential Financial, Inc., a New Jersey corporation (the "Company"),
and 110,000,000 related rights (the "Rights") to be issued pursuant to the
Rights Agreement, dated as of November 1, 2001 (the "Rights Agreement"), between
the Company and EquiServe Trust Company, N.A., as Rights Agent (the "Rights
Agent"), we, as your counsel, have examined such corporate records, certificates
and other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion:

Prudential Financial, Inc.

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(1) When the registration statement relating to the Shares and the Rights
(the "Registration Prudential Financial, Inc. Statement") has become effective
under the Act, the Company's Amended and Restated Certificate of Incorporation
substantially in the form filed as an exhibit to the Registration Statement has
been duly filed with the Department of Treasury of the State of New Jersey and
has become effective pursuant to its terms, the terms of the sale of the Shares
have been duly established in conformity with the Company's Amended and Restated
Certificate of Incorporation and by-laws, the Commissioner of the Department of
Banking and Insurance of the State of New Jersey has given final approval for
the issuance of the Shares and the Shares have been issued in accordance with
such final approval, and the Shares have been duly issued and sold as
contemplated by the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.

(2) Assuming that the Rights Agreement has been duly authorized, executed
and delivered, when the

Prudential Financial, Inc.

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Registration Statement has become effective under the Act, the Commissioner of
the Department of Banking and Insurance of the State of New Jersey has given
final approval for the issuance of the Shares and the Shares have been issued in
accordance with such final approval and the Shares have been validly issued and
sold as contemplated by the Registration Statement, the Rights attributable to
the Shares will be validly issued.

In connection with our opinion set forth in paragraph (2) above, we note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New Jersey, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction. With respect to all matters of
New Jersey law, we have relied upon the opinion, dated November 14, 2001, of
McCarter & English, LLP, and our opinion is subject to the same assumptions,
qualifications

Prudential Financial, Inc.

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and limitations with respect to such matters as are contained in such opinion of
McCarter & English, LLP.

Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Common Stock" in the Prospectus. 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