Exhibit (5)

                                          March 18, 2009

Prudential Annuities Life Assurance Corporation
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 Prudential Annuities Life Assurance Corporation separate Account D (the
"Account"), by the Board of Directors of Prudential Annuities Life Assurance
Corporation ("PALAC") as a non-unitized separate account for assets applicable
to certain market value adjustment annuity contracts, pursuant to the
provisions of the Connecticut Insurance Code. I was responsible for oversight
of the preparation and review of the Registration Statement on Form S-3, as
amended, filed by PALAC in 2009 with the U.S. Securities and Exchange
Commission under the Securities Act of 1933 for the registration of certain
market value adjustment annuity contracts issued with respect to the Account.

I am of the following opinion: (1) PALAC was duly organized under the laws of
Connecticut 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 provisions of Connecticut law (3) The market value adjustment annuity
contracts are legal and binding obligations of PALAC 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
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C. Christopher Sprague