Exhibit (5)

                                          February 11,2009

Pruco Life Insurance Company of New Jersey
213 Washington Street
Newark, NJ 07102

Gentlemen: In my capacity as Vice President and Corporate Counsel of The
Prudential Insurance Company of America, I have reviewed the establishment of
the Pruco Life of Insurance Company of New Jersey Modified Guaranteed Annuity
Account (the "Account") on May 20, 1996, by the Board of Directors of Pruco
Life of New Jersey ("PLNJ") as a non-unitized 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 S-3, as amended, filed by PLNJ in 2009 with the U.S.
Securities and Exchange Commission (Registration No. 333-_____) under the
Securities Act of 1933 for the registration of certain modified guaranteed
annuity contracts issued with respect to the Account.

I am of the following opinion: (1) PLNJ 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 non-unitized separate account pursuant to
the aforesaid provisions of New Jersey law (3) The modified guaranteed annuity
contracts are legal and binding obligations of PLNJ 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,

/s/ C. Christopher Sprague
--------------------------
C. Christopher Sprague