OPION OF MCARTER AND ENGLISH, LLP
Published on
Exhibit 5.2
[LETTERHEAD OF MCCARTER & ENGLISH, LLP]
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"), you have requested our opinion with respect to the matters set forth
below.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinions hereafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity of the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of the
Company.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated and existing under the laws of the
State of New Jersey.
2. The Shares have been duly authorized.
Prudential Financial, Inc.
Page 2
3. When the registration statement relating to the Shares and the Rights
(the "Registration 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.
4. Assuming that the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent, when the 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 (4) above, we note
that the question whether the Board of Directors of the Company may 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 laws of the State of New Jersey,
and we are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Securities Act or the
General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ MCCARTER & ENGLISH, LLP