OPINION OF COUNSEL
Published on
EXHIBIT 5
April 21, 2006
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-3, as amended, filed by Pruco Life with the U.S. Securities
and Exchange Commission (Registration No. 333-104036) 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
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.
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
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Clifford E. Kirsch