Exhibit 8.1 Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Re: Equity Security Units --------------------- Ladies and Gentlemen: You have requested our opinion, as special tax counsel for The Prudential Insurance Company of...Equity Security Units Opinion • December 13th, 2001 • Prudential Financial Inc • Life insurance
You have requested our opinion, as special tax counsel for The Prudential Insurance Company of America ("Company") and Prudential Financial, Inc. ("PFI"), concerning certain U.S. federal income tax consequences to the holders of certain additional investment units (the "Equity Security Units" or "Units") to be issued by PFI, each consisting of a redeemable capital security (a "Capital Security") issued by Prudential Financial Capital Trust I (the "Trust") and a contract for the purchase of a variable number of shares of common stock in PFI (a "Purchase Contract"), pursuant to the registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration Statement"). This opinion is in addition to our opinion that was filed as Exhibit 8.1 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 refe
