Attached files
file | filename |
---|---|
EX-23.1 - EX-23.1 - Brighthouse Financial, Inc. | d587062dex231.htm |
EX-1.1 - EX-1.1 - Brighthouse Financial, Inc. | d587062dex11.htm |
S-1 - S-1 - Brighthouse Financial, Inc. | d587062ds1.htm |
Exhibit 5.1
June 12, 2018
Brighthouse Financial, Inc.
11225 North Community House Road,
Charlotte, North Carolina 28277
Registration Statement on Form S-1
of Brighthouse Financial, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Brighthouse Financial, Inc., a Delaware corporation (the Company), in connection with the filing with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), of a Registration Statement on Form S-1 (the Registration Statement), relating to a public offering (the Offering) of 23,155,117 shares (the Shares) of the Companys Common Stock, par value $0.01 per share (the Common Stock), to be sold by the selling stockholders (the Selling Stockholders) referred to in the Registration Statement pursuant to an underwriting agreement (the Underwriting Agreement) to be entered into among the Company, the Selling Stockholders and the several underwriters to be named in Schedule 1 thereto (the Underwriters).
In rendering the opinion expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company and such other instruments and certificates of public officials, officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of such opinion, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to us and (c) made such investigations of law as we have deemed necessary or appropriate as a basis for such opinion. In rendering the opinion expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies and (iv) the legal capacity of all natural persons executing documents.
Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that the Shares to be sold to the Underwriters by the Selling Stockholders pursuant to the Underwriting Agreement have been duly authorized and are validly issued, fully paid and non-assessable under the laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the reference to our firm under the caption Validity of Common Stock in the Prospectus and Prospectus Supplement forming a part thereof. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, as currently in effect.
Very truly yours, |
|
/s/ Debevoise & Plimpton LLP |