OPINION OF RICHARDS, LAYTON & FINGER, P.A.
Published on
RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE Exhibit 5.2
P.O. BOX 551
WILMINGTON, DELAWARE 19899
(302) 651-7700
FAX: (302) 651-7701
WWW.RLF.COM
December 13, 2001
Prudential Financial Capital Trust I
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102
Re: Prudential Financial Capital Trust I
------------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Prudential Financial, Inc., a
New Jersey corporation (the "Company"), and Prudential Financial Capital Trust
I, a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust (the "Certificate"), as filed in
the office of the Secretary of State of the State of Delaware (the "Secretary of
State") on September 24, 2001;
(b) The Declaration of Trust of the Trust, dated as of September 24, 2001,
among the Company and the trustees of the Trust named therein;
(c) A form of Amended and Restated Declaration of Trust of the Trust
(including Annex I and Exhibits A-1 and A-2 thereto) (the "Declaration"), to be
entered into among the Company, as sponsor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust, incorporated by reference in the Registration
Statement (as defined below);
Prudential Financial Capital Trust I
December 13, 2001
Page 2
(d) The Registration Statement under Rule 462(b) of the Securities Act of
1933, as amended, on Form S-1 (the "Registration Statement"), incorporating by
reference a prospectus (the "Prospectus"), relating, inter alia, to the capital
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (each, a "Capital Security" and collectively, the "Capital
Securities"), as proposed to be filed by the Company and the Trust with the
Securities and Exchange Commission on December 13, 2001; and
(e) A Certificate of Good Standing for the Trust, dated October 31, 2001,
obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined
in the Declaration.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration and
the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each party to the
documents examined by us has been duly created, organized or formed, as the case
may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each party to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Security Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Declaration and the Registration Statement, and (vii) that
the Capital Securities are issued and sold to the Capital Security Holders in
accordance with the Declaration and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
Prudential Financial Capital Trust I
December 13, 2001
Page 3
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Business Trust Act.
2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Capital Security Holders may be
obligated to make payments as set forth in the Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Validity of the Equity
Security Units" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/Richards, Layton & Finger, P.A.
EAM