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July 25, 2000
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
AXA Financial, Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to AXA Financial, Inc. (formerly known as
The Equitable Companies Incorporated), a Delaware corporation ("AXA Financial"),
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), of a Registration Statement on Form S-3 (the "Registration
Statement"), including a preliminary prospectus (the "Base Prospectus") relating
to the public offering of up to $480,000,000 in aggregate principal amount of
senior debt securities of AXA Financial, (the "Senior Debt Securities") to be
issued pursuant to a Senior Indenture (the "Senior Indenture") between AXA
Financial and The Chase Manhattan Bank, formerly known as Chemical Bank, as
trustee (the "Senior Trustee")
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based upon the foregoing, we are of the following opinion:
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1. AXA Financial is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. When (i) the issuance, execution and delivery of (a) supplemental
indentures ("Senior Supplemental Indentures") to the Senior Indenture and
(b) the Senior Debt Securities have been duly authorized by all necessary
corporate action of AXA Financial and (ii) a Senior Supplemental Indenture
has been duly executed and delivered by AXA Financial and the Senior
Trustee and Senior Debt Securities have been duly executed, authenticated,
issued, delivered and paid for as contemplated by the Registration
Statement, the Base Prospectus and any prospectus supplement relating
thereto and in accordance with the Senior Indenture and such Senior
Supplemental Indenture, assuming the terms of such Senior Debt Securities
are in compliance with then applicable law, the Senior Debt Securities will
be validly issued and will constitute valid and binding obligations of AXA
Financial enforceable against AXA Financial in accordance with their terms,
except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability
relating to or affecting the rights of creditors and to general principles
of equity (whether considered in a proceeding at law or in equity).
We note that, as of the date of this opinion, a judgment for money in an
action based on a debt security denominated in a foreign currency, currency unit
or composite currency in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States dollars.
The date used to determine the rate of conversion of the foreign currency,
currency unit or composite currency in which a particular debt security is
denominated into United States dollars will depend upon various factors,
including which court renders the judgment. In the case of a debt security
denominated in a foreign currency, a state court in the State of New York
rendering a judgment on such debt security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the debt security is denominated, and such judgment would be converted
into United States dollars at the exchange rate prevailing on the date of entry
of the judgment.
Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law, and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Base Prospectus. In giving such consent, we do not thereby
concede that we are within the category of persons whose consent is required
under Section 7 of the 1933 Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
