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                                                                     EXHIBIT 5.1


            [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]


                                  May 18, 2001



MetLife, Inc.
MetLife Capital Trust II
MetLife Capital Trust III
c/oMetLife, Inc.
One Madison Avenue
New York, New York 10010-3690


               Re:    MetLife, Inc., MetLife Capital Trust II and MetLife
                      Capital Trust III Registration Statement on Form S-3


Ladies and Gentlemen:

     We have acted as special counsel to MetLife, Inc., a Delaware corporation
(the "Company"), and to MetLife Capital Trust II and MetLife Capital Trust III
(each a "Trust" and, together, the "Trusts"), each a statutory business trust
formed under the Business Trust Act of the State of Delaware, in connection with
the Registration Statement on Form S-3 (the "Registration Statement") to be
filed on the date hereof by the Company and the Trusts with the Securities and
Exchange Commission (the "Commission"). The Registration Statement relates to
the issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of the following securities with an aggregate initial
public offering price of up to $4,000,000,000 or the equivalent thereof, based
on the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency unit or units or composite currency or currencies as shall
be designated by the Company: (i) senior or subordinated debt securities of the
Company, in one or more series (the "Debt Securities"), which may be issued
under the Senior Indenture (the "Senior Indenture"), proposed to be entered
into between the Company and Bank One Trust Company, N.A., as trustee, and the
Subordinated Indenture (the "Subordinated Indenture"), proposed to be entered
into between the Company and Bank One Trust Company, N.A., as trustee,
respectively, each filed as an exhibit to the Registration Statement
(collectively, the "Indentures" and each trustee, a "Trustee"); (ii) shares of



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preferred stock of the Company, $0.01 par value per share (the "Preferred
Stock"), in one or more series; (iii) shares of common stock of the Company,
$0.01 par value per share ("Common Stock"); (iv) such indeterminate amount of
Debt Securities and number of shares of Preferred Stock or Common Stock, as may
be issued upon conversion, exchange or exercise of any Debt Securities or
Preferred Stock, including such shares of Preferred Stock or Common Stock as
may be issued pursuant to anti-dilution adjustments, in amounts, at prices and
on terms to be determined at the time of offering (the "Indeterminate Stock");
(v) preferred securities (the "Preferred Securities") of each of the Trusts,
which may be issued pursuant to the Amended and Restated Declaration of Trust of
each Trust (each a "Declaration" and, together, the "Declarations"), each such
Declaration being among the Company, as sponsor, Bank One Trust Company, N.A.,
as property trustee (the "Property Trustee"), Bank One Delaware, Inc., as
Delaware trustee, and Leland C. Launer, Jr., Ronald D. Nirenberg, Jr., and
William H. Nugent, as administrative trustees, respectively, and each filed as
an exhibit to the Registration Statement; and (vi) guarantees of the Company
(the "Preferred Securities Guarantees") of the Preferred Securities, which may
be issued in the form of a Preferred Securities Guarantee Agreement of each
Trust (each as "Guarantee Agreement" and, together, the "Guarantee Agreements"),
each filed as an exhibit to the Registration Statement and each to be entered
into by the Company and Bank One Trust Company, N.A., as trustee (the "Guarantee
Trustee"). The Debt Securities, the Preferred Stock, the Common Stock, the
Indeterminate Stock, the Preferred Securities and the Preferred Securities
Guarantees are collectively referred to herein as the "Offered Securities".

     This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary or appropriate in connection with this opinion, including (i) the form
of Registration Statement relating to the Offered Securities; (ii) the forms of
Indentures; (iii) the certificates of trust of each of the Trusts (the
"Certificates of Trust") as filed with the Secretary of State of the State of
Delaware on May 17, 2001; (iv) the form of the Declaration of each of the Trusts
(including the designation of the terms of the Preferred Securities annexed
thereto); (v) the form of the Preferred Securities of each of the Trusts; (vi)
the forms of Guarantee Agreements; (vii) the Amended and



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Restated Certificate of Incorporation of the Company, as currently in effect;
(viii) the Amended and Restated By-Laws of the Company as currently in effect;
and (ix) certain resolutions adopted to date by the Board of Directors of the
Company (the "Board of Directors") relating to the registration of the Offered
Securities.

     In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which were
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Trusts and others. We have assumed that the Indentures will be duly
authorized, executed and delivered by the Trustees, and that any Debt Securities
that may be issued will be manually signed or countersigned, as the case may be,
by duly authorized officers of the Trustees. In addition, we have also assumed
that the Declaration of each Trust, the Preferred Securities of each Trust and
the Preferred Securities Guarantees of each Trust, when executed, will be in
substantially the form reviewed by us and that the terms of the Offered
Preferred Securities (as defined below) will have been established so as not to
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Company or any Trust or their respective property is
subject, (ii) any law, rule, or regulation to which the Company or any Trust is
subject, (iii) any judicial or administrative order or decree of any
governmental authority or (iv) any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any governmental
authority. As to any facts material to the opinions expressed herein which we
did not independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Trusts and others.

     Members of our firm are admitted to the Bar in the States of Delaware and
New York, and we do not express any opinion as to the laws of any other
jurisdiction other than the laws of the United States of America to the extent
specifically referred to herein. The Offered Securities may be issued from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof.

     Based upon and subject to the foregoing, we are of the opinion that:



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     1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective under the
Securities Act and the applicable Indenture has been qualified under the Trust
Indenture Act of 1939, as amended; (ii) an appropriate prospectus supplement or
term sheet with respect to the Offered Debt Securities has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
rules and regulations thereunder; (iii) if the Offered Debt Securities are to
be sold pursuant to a firm commitment underwritten offering, an underwriting
agreement with respect to the Offered Debt Securities has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iv) the
Board of Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Debt Securities and related
matters; (v) the terms of the Offered Debt Securities and of their issuance and
sale have been duly established in conformity with the applicable Indenture so
as not to violate any applicable law, the Amended and Restated Certificate of
Incorporation or the Amended and Restated By-laws of the Company or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (vi) the Offered
Debt Securities have been duly executed and authenticated in accordance with the
provisions of the applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, the Offered Debt
Securities (including any Debt Securities duly issued upon conversion, exchange
or exercise of any Debt Securities or Preferred Stock), when issued and sold in
accordance with the applicable Indenture and the applicable underwriting
agreement, if any, or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (c) public
policy considerations which may limit the rights of the parties to obtain
further remedies, (d) the waivers of any usury defense contained in the
Indentures which may be unenforceable, (e) requirements that a claim with
respect to



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any Offered Debt Securities denominated other than in United States dollars (or
a judgment denominated other than in United States dollars in respect of such
claim) be converted into United States dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law, and (f) governmental authority
to limit, delay or prohibit the making of payments outside the United States or
in foreign currencies, currency units or composite currencies.

     2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement or
term sheet with respect to the shares of the Offered Preferred Stock has been
prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (iii) if the Offered Preferred
Stock is to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the shares of the Offered Preferred Stock
has been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of the shares
of the Offered Preferred Stock and related matters, including the adoption of a
Certificate of Designation for the Offered Preferred Stock in accordance with
the applicable provisions of Delaware law (the "Certificate of Designation");
(v) the filing of the Certificate of Designation with the Secretary of State of
the State of Delaware has duly occurred; (vi) the terms of the Offered Preferred
Stock and of their issuance and sale have been duly established in conformity
with the Company's Amended and Restated Certificate of Incorporation including
the Certificate of Designation relating to the Offered Preferred Stock and the
Amended and Restated By-laws of the Company so as not to violate any applicable
law, the Amended and Restated Certificate of Incorporation or the Amended and
Restated By-laws of the Company or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vii) certificates representing the shares of
the Offered Preferred Stock are duly executed, countersigned, registered and
delivered upon payment of the agreed-upon consideration therefor, the shares of
the Offered Preferred Stock (including any Preferred Stock duly issued upon
conversion, exchange or exercise of any Debt Securities or Preferred Stock),
when issued or sold in accordance with the applicable



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May 18, 2001
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underwriting agreement or any other duly authorized, executed and delivered
valid and binding purchase or agency agreement, will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration therefor
is not less than the par value thereof.

     3. With respect to any offering of Common Stock (the "Offered Common
Stock"), when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the Securities
Act; (ii) an appropriate prospectus supplement or term sheet with respect to the
Offered Common Stock has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and regulations thereunder; (iii) if
the Offered Common Stock is to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Offered
Common Stock has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance of the Offered
Common Stock and related matters; (v) the terms of the issuance and sale of the
Offered Common Stock have been duly established in conformity with the Amended
and Restated Certificate of Incorporation and the Amended and Restated By-laws
of the Company so as not to violate any applicable law, the Amended and Restated
Certificate of Incorporation or the Amended and Restated By-laws of the Company
or result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company; and (vi)
certificates representing the shares of Offered Common Stock are duly executed,
countersigned, registered and delivered upon payment of the agreed upon
consideration therefor, the shares of Offered Common Stock (including any Common
Stock duly issued upon conversion, exchange or exercise of any Debt Securities
or Preferred Stock), when issued and sold in accordance with the applicable
underwriting agreement with respect to the Offered Common Stock or any other
duly authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.

     4. With respect to any offering of Preferred Securities (the "Offered
Preferred Securities"), when (i) the Registration Statement, as finally amended



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(including all necessary post-effective amendments), has become effective under
the Act; (ii) an appropriate prospectus with respect to the Offered Preferred
Securities has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations thereunder; (iii) the Declaration of the
applicable Trust has been duly executed and delivered by the parties thereto;
(iv) the terms of the Offered Preferred Securities have been established in
accordance with the Declaration; (v) the Offered Preferred Securities have been
issued, executed and authenticated in accordance with the Declaration and
delivered and paid for in the manner contemplated in the Registration Statement
or any prospectus relating thereto; and (vi) if the Offered Preferred Securities
are to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Offered Preferred Securities has been
duly authorized, executed and delivered by the applicable Trust and the other
parties thereto, the Offered Preferred Securities will be duly authorized for
issuance and will be validly issued, fully paid and nonassessable, representing
undivided beneficial interests in the assets of such Trust and will entitle the
holders thereof to the benefits of the applicable Declaration, except to the
extent that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).

     5. With respect to any offering of Preferred Securities Guarantees (the
"Offered Preferred Securities Guarantees"), when (i) the Registration Statement,
as finally amended (including all necessary post-effective amendments), has
become effective under the Securities Act and the applicable Guarantee Agreement
has been qualified under the Trust Indenture Act of 1939, as amended; (ii) an
appropriate prospectus supplement or term sheet with respect to the Offered
Preferred Securities Guarantees has been prepared, delivered and filed in
compliance with the Securities Act and the applicable rules and regulations
thereunder; (iii) the Declaration of the applicable Trust is duly executed and
delivered by the parties thereto; (iv) the terms of the Preferred Securities
have been established in accordance with the Declaration; (v) the Preferred
Securities have been issued and executed in accordance with the Declaration and
paid for in the manner contemplated in the Registration Statement or any
prospectus relating thereto; (vi) if the Preferred Securities are to be sold
pursuant to a firm commitment underwritten offering, an underwriting agreement
with respect to the Offered Preferred Securities Guarantees has been duly
authorized, executed and delivered by the applicable Trust and the other parties
thereto; (vii) the Board of



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Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Preferred Securities Guarantees
and related matters; (viii) the terms of the Offered Preferred Securities
Guarantees and of their issuance and sale have been duly established in
conformity with the applicable Guarantee Agreement so as not to violate any
applicable law, the Amended and Restated Certificate of Incorporation or the
Amended and Restated By-laws of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (ix) the applicable Guarantee
Agreement has been duly executed and delivered by the Company and the Guarantee
Trustee, the Offered Preferred Securities Guarantees, when issued and sold in
accordance with the applicable Guarantee Agreement and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity) and
(c) public policy considerations which may limit the rights of the parties to
obtain further remedies.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to us
under the heading "Legal Opinions" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.

                      Very truly yours,

                      /s/ Skadden, Arps, Slate, Meagher & Flom LLP