Exhibit 8.1
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787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 | |||
March 13, 2025
MetLife, Inc.
200 Park Avenue
New York, NY 10166
| RE: | METLIFE, INC.UNDERWRITTEN PUBLIC OFFERING OF SUBORDINATED DEBENTURES |
Ladies and Gentlemen:
We have acted as counsel to MetLife, Inc., a Delaware corporation (the Company), in connection with the issuance and sale by the Company of $1,000,000,000 in aggregate principal amount of its 6.350% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2055 (the Debentures), as described in the prospectus supplement, dated March 11, 2025 (the Prospectus Supplement), to the prospectus included in the Registration Statement on Form S-3 (File No. 333-268442) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), which automatically became effective under the Securities Act on November 17, 2022.
We hereby confirm to you our opinion as set forth under the heading Certain Material U.S. Federal Income Tax Considerations in the Prospectus Supplement, subject to the limitations set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K to be filed in connection with the issuance and sale of the Debentures, and to the reference to us under the heading Certain Material U.S. Federal Income Tax Considerations in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Willkie Farr & Gallagher LLP |
BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON