exv5w2

Exhibit 5.2


		Dewey & LeBoeuf LLP
		1301 Avenue of the Americas
		New York, NY 10019-6092
		tel (212) 259 8000
		fax (212) 259 6333

August 6, 2010

MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036

Re: MetLife, Inc. — Underwritten Public Offering of Fixed Rate Senior Notes

Ladies and Gentlemen:

We have acted as special counsel to MetLife, Inc., a Delaware corporation (the “Company”), in connection with the sale by the Company of (i) $1 billion in aggregate principal amount of its 2.375% Senior Notes due 2014 (the “2014 Senior Notes”), (ii) $1 billion in aggregate principal amount of its 4.750% Senior Notes due 2021 (the “2021 Senior Notes”) and (iii) $750 million in aggregate principal amount of its 5.875% Senior Notes due 2041 (the “2041 Senior Notes”) (collectively, the “Securities”), to the Underwriters named in Schedule I to the Pricing Agreement, dated August 3, 2010 (the “Pricing Agreement,” and such firms, the “Underwriters”). The Securities will be issued under the Indenture, dated as of November 9, 2001 (the “Original Indenture”), as supplemented by (i) the Sixteenth Supplemental Indenture, with respect to the 2014 Senior Notes (the “Sixteenth Supplemental Indenture”), (ii) the Seventeenth Supplemental Indenture, with respect to the 2021 Senior Notes (the “Seventeenth Supplemental Indenture”) and (iii) the Eighteenth Supplemental Indenture, with respect to the 2041 Senior Notes (“Eighteenth Supplemental Indenture”), each dated as of August 6, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”) (the Original Indenture, in each case as so supplemented, the “Indenture”).

In connection therewith, we have examined (a) the Registration Statement on Form S-3 (Registration No. 333-147180) relating to the Securities and other securities filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which automatically became effective under the Securities Act on November 6, 2007, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations (the “Rules and Regulations”) under the Securities Act (the “Registration Statement”); (b) the prospectus dated November 6, 2007 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement; (c) the

MetLife, Inc.
August 6, 2010
Page 2

preliminary prospectus supplement relating to the offering of the Securities, dated August 3, 2010, in the form filed by the Company with the Commission on August 5, 2010 pursuant to Rule 424(b) of the Rules and Regulations; (d) the prospectus supplement relating to the offering of the Securities, dated August 3, 2010 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), in the form filed by the Company with the Commission on August 5, 2010 pursuant to Rule 424(b) of the Rules and Regulations; (e) an executed copy of the Underwriting Agreement, dated August 3, 2010, among the Company and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the Underwriters (the “Underwriting Agreement”); (f) an executed copy of the Pricing Agreement; (g) copies of the certificates, dated as of August 6, 2010, representing the 2014 Senior Notes; (h) copies of the certificates, dated as August 6, 2010, representing the 2021 Senior Notes; (i) copies of the certificates, dated as August 6, 2010, representing the 2041 Senior Notes (j) an executed copy of the Original Indenture; (k) an executed copy of the Sixteenth Supplemental Indenture; (l) an executed copy of the Seventeenth Supplemental Indenture; (m) an executed copy of the Eighteenth Supplemental Indenture; and (n) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.

In addition, we have examined the originals (or copies certified or otherwise identified to our satisfaction) of such other agreements, instruments, certificates, documents and records and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified/or photostatic copies and the authenticity of such originals. We have also assumed that the books and records of the Company have been maintained in accordance with proper corporate procedures. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon the documents referred to in clauses (a) through (n) and the aforesaid other agreements, instruments, certificates, documents and records, as well as upon statements and certificates of officers and other representatives of the Company and others and of public officials.

With your permission, for purposes of the opinion expressed herein, we have assumed that the Trustee has the power and authority to authenticate the certificates representing the Securities.

MetLife, Inc.
August 6, 2010
Page 3

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that (i) the issuance of the Securities has been duly authorized by the Company, (ii) the certificates representing the Securities have been duly executed and delivered by the Company and, (iii) when the certificates representing the Securities have been authenticated and delivered by the Trustee in accordance with the terms of the Indenture and the Securities have been delivered by the Company to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Pricing Agreement and the Indenture, the Securities will constitute valid and legally binding obligations of the Company and will be enforceable against the Company in accordance with their terms.

The opinion expressed in clause (iii) above is subject to the effects of (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally; (ii) general principles of equity (regardless of whether such principles are considered in a proceeding in law or equity); and (iii) an implied covenant of good faith, reasonableness and fair dealing, and standards of materiality.

We express no opinion as to the effect of any federal or state laws regarding fraudulent transfers or conveyances. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. In particular (and without limiting the generality of the foregoing), we express no opinion concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Securities is located that limits the rate of interest that such holder may charge or collect. Furthermore, we express no opinion as to: (i) whether a United States federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Securities or the Indenture or the transactions contemplated thereby; and (ii) any waiver of inconvenient forum.

This opinion letter is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and statements set forth above, including any changes in applicable law that may occur after the date hereof.

We consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed in connection with the issuance and sale of the Securities, which will be incorporated by reference into the Registration Statement and the Prospectus and to the use of our name under the caption “Legal Opinions” contained in the Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the Rules and Regulations.

Very truly yours,

/s/ Dewey & LeBoeuf LLP