EXHIBIT 99.5
Published on
April 15, 1998
Pruco Life Insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07102-2992
Gentlemen:
In my capacity as Chief Legal Officer of Pruco Life Insurance Company of New
Jersey ("Pruco Life of New Jersey"), I have reviewed the establishment of the
Pruco Life of New Jersey Modified Guaranteed Annuity Account (the "Account") on
May 20, 1996, by the Board of Directors of Pruco Life of New Jersey as a
non-unitized separate account for assets applicable to certain individual
variable annuity contracts, pursuant to the provisions of Section 17B:28-7 of
the New Jersey 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 of New Jersey with the U.S. Securities and Exchange
Commission (Registration No. 333-18053) 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 of New Jersey was duly organized under the laws of New
Jersey 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 New Jersey law.
(3) The modified guaranteed annuity contracts are legal and binding
obligations of Pruco Life of New Jersey 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,
Clifford E. Kirsch