OPINION OF CLIFFORD E. KIRSCH
Published on
Exhibit (a)5
April 25, 1997
Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992
Gentlemen:
In my capacity as Chief Legal Officer 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 non-unitized
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 oversight of the preparation and review of the
Registration Statement on Form S-1, as amended, filed by Pruco Life with the
U.S. Securities and Exchange Commission (Registration No.33-37587) under the
Securities Act of 1933 for the registraticn 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 non-unitized 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.
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In arriving at the foregoing opinion, I have made such examination 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,
/s/ CLIFFORD E. KIRSCH
Clifford E. Kirsch
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