<PAGE> 1
EXHIBIT 9
October 20, 2000
Pruco Life insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07 102-2992
Gentlemen:
In my capacity as Chief Legal Officer and Secretary of Pruco Life Insurance
Company of New Jersey ("Pruco Life of New Jersey"), I have reviewed the
establishment of the Pruco Life of N~w Jersey Flexible Premium Variable Annuity
Account (the "Account") on May 20, 1996, by the Board of Directors of Pruco
Life of New Jersey as a separate account for assets applicable to certain
individual variable annuity contracts, pursuant to the provisions of Section
17B:28-7 of the New Jersey Insurance Code I was responsible for oversight of
the preparation and review of the Registration Statement on Form N4, as
amended, filed by Pruco Life of New Jersey with the Securities and Exchange
Commission under the Securities Act of 1933 for the registration of certain
individual variable annuity contracts issued with respect to the Account.
I am of the following opinion:
(1) Pruco Life of New Jersey was duly organized under the laws of
New Jersey and is a validly existing corporation.
(2) The Account has been duly created and is validly existing as
a separate account pursuant to the aforesaid provisions of
New Jersey law.
(3) The portion of the assets held in the Account equal to the
reserve and other liabilities for variable benefits under the
individual variable annuity contracts is not chargeable with
liabilities ARISING OUT OF any other business Pruco Life of
New Jersey may conduct.
(4) The individual variable annuity contracts are legal and
binding obligations of Pruco Life of New Jersey, in
accordance with their terms.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Clifford E. Kirsch, Esq.
1