EX-5.1 2 d106796dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

August 31, 2021

Prudential Financial, Inc.

751 Broad Street

Newark, New Jersey 07102

 

Re:

Prudential Financial, Inc. Post-Effective Amendment to May 10, 2016 Registration Statement on Form S-8

Ladies and Gentlemen:

I am the Chief Governance Officer, Senior Vice President and Corporate Secretary of Prudential Financial, Inc. (the “Company”). I have examined the post-effective amendment to the May 10, 2016 Registration Statement on Form S-8 (the “Registration Statement”) (File No. 333-211268) of the Company, a New Jersey corporation, to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in order to provide that any remaining shares of common stock that were originally filed under the Registration Statement for issuance under the Prudential Financial, Inc. 2016 Omnibus Plan may be issued under the Prudential Financial, Inc. 2021 Omnibus Plan.

In arriving at the opinion expressed below, I have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of public officials and such other documents as I have deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated herein and in reliance on statements of fact contained in the documents that I have examined, I am of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plans and against payment therefor, will be validly issued, fully paid and non-assessable.

This opinion is limited to the effect of the current state of the New Jersey Business Corporation Act and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts.


Prudential Financial, Inc.

August 31, 2021

Page 2

I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption “Interest of Named Experts and Counsel” in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

/s/ Margaret M. Foran

Margaret M. Foran