December 13, 2001









Prudential Financial, Inc.,

751 Broad Street,

Newark, NJ  07102.



Ladies and Gentlemen:



     In connection with the registration pursuant to Rule 462(b) under the

Securities Act of 1933 (the "Act") of additional (i) debentures due 2006 (the

"Debentures") of Prudential Financial, Inc., a New Jersey corporation (the

"Company"), (ii) contracts ("Purchase Contracts") to purchase shares of Common

Stock, par value $0.01 per share ("Common Stock"), of the Company, (iii) capital

securities ("Capital Securities") of Prudential Financial Capital Trust I, a

Delaware business trust (the "Trust"), (iv) equity security units ("Units") of

the Company, which represent ownership of the Purchase Contracts and the Capital

Securities, (v) shares of Common Stock issuable and sold pursuant to the

Purchase Contracts ("Purchase Contract Stock") and the related rights ("Rights")

issuable pursuant to a rights agreement between the Company and EquiServe Trust

Company, N.A., as Rights Agent (the "Rights Agent") and (vi) guarantee (the

"Guarantee") of the Company relating to the Capital Securities, we, as your

special New Jersey corporate counsel, have examined such corporate records,

certificates and other documents, and such questions of law, as we have

considered necessary or appropriate for the purposes of this opinion. This

opinion is in addition to our opinion that was filed as Exhibit 5.3 to the

Company's and the Trust's registration statement on Form S-1 (File Numbers

333-70888 and 333-70888-01) (the "Initial Registration Statement"), which

Initial Registration Statement is incorporated by reference into the

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