Exhibit 5.1
November 22, 2021
Brighthouse Financial, Inc.
11225 North Community House Road,
Charlotte, North Carolina 28277
Brighthouse Financial, Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-3 (Registration No. 333-259372) (the “Registration Statement”) and the Prospectus Supplement, dated November 10, 2021 (the “Prospectus Supplement”), to the Prospectus, dated September 7, 2021, of Brighthouse Financial, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”), relating to the issuance and sale by the Company of $400,000,000 aggregate principal amount of its 3.850% Senior Notes due 2051 (the “Notes”), issued pursuant to the Senior Indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended by the Second Supplemental Indenture, dated as of November 22, 2021, between the Company and the Trustee, providing for the Notes (the “Second Supplemental Indenture”; the Base Indenture, as supplemented and amended by the Second Supplemental Indenture, the “Indenture”) and sold pursuant to the Underwriting Agreement, dated November 10, 2021, among the Company, BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
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 corporate and other organizational documents and records of the Company and such other certificates of public officials, officers and representatives of the Company and other persons as we have deemed 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 other persons delivered to us and (c) made such investigations of law as we have