_______, 2008


AXA Financial, Inc.
1290 Avenue of the Americas
New York, NY  10104

Dear Sirs:

This opinion is furnished in connection with the joint filing by MONY Life
Insurance Company of America ("MONY America") and AXA Financial, Inc. ("AXA
Financial") of a Form S-3 Registration Statement of MONY America and AXA
Financial, Inc. for the purpose of registering guaranteed interest account with
market value adjustment interests under flexible premium annuity contracts
("Interests") and the subordinated guarantee of such interests under the
Securities Act of 1933.

The Interests are purchased with contributions received under individual
variable annuity contracts (the "Contracts"). As described in the prospectuses
included in the Registration Statement, the Contracts are designed to provide
for retirement income benefits.

I have examined such corporate records of AXA Financial and provisions of New
York and Delaware law as are relevant to authorization and issuance of the
subordinated guarantee and such other documents and laws as I consider
appropriate. On the basis of such examination, it is my opinion that:

1.  AXA Financial is a corporation duly organized and validly existing under the
    laws of the State of Delaware.

2.  The subordinated guarantee is duly authorized and, when issued as
    contemplated by the Registration Statement, represents a validly issued and
    binding obligation of AXA Financial.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

                                                        Very truly yours,

                                                        /s/
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