OPINION
Published on
Exhibit (a)5
November 15, 1995
Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992
Gentlemen:
In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company ("Pruco Life"), I have reviewed the establishment of the Pruco
Life Modified Guaranteed Annuity Account (the "Account") on September 25, 1990
by the Executive Committee of the Board of Directors of Pruco Life as a separate
account for assets applicable to certain modified guaranteed annuity contracts,
pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I
was responsible for the oversight of the preparation and review of the
Registration Statement on Form S-1, as amended, filed by Pruco Life with the
Securities and Exchange Commission (Registration No. 33 - 61143) under the
Securities Act of 1933 for the registration of certain modified guaranteed
annuity contracts issued with respect to the Account.
I am of the following opinion:
(1) Pruco Life was duly organized under the laws of Arizona
and is a validly existing corporation.
(2) The Account has been duly created and is validly existing as a
separate account pursuant to the aforesaid provisions of
Arizona law.
(3) The modified guaranteed annuity contracts are legal and
binding obligations of Pruco Life in accordance with their
terms.
In arriving at the foregoing opinion, I have made such examination
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Page Two
November 15, 1995
of law and examined such records and other documents as I judged to be necessary
or appropriate.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Clifford E. Kirsch
II-8