[Letterhead of] SIDLEY AUSTIN BROWN & WOOD LLP
September 15, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2004-001 INCOMENOTES(sm)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance by
Hartford Life Global Funding Trust 2004-001 (the "Trust") of $5,000,000
aggregate principal amount of the Trust's 3.75% IncomeNotes(sm) due 2009 (the
"Notes") related to funding agreement No. FA-404001 (the "Funding Agreement")
executed by Hartford Life Insurance Company, a Connecticut life insurance
company ("Hartford Life"). The Trust was formed on September 9, 2004 (the
"Formation Date") and the Notes will be issued on September 15, 2004 (the
"Issuance Date").
We have acted as special counsel to Bear Stearns & Co. Inc., in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), by
Hartford Life, of a Registration Statement on Form S-3 (File Nos. 333-112244),
as amended by Amendment No. 1 filed with the Commission on March 16, 2003,
Amendment No. 2 filed with the Commission on May 4, 2004 and Amendment No. 3
filed with the Commission on July 27, 2004 (the "Registration Statement"),
including a prospectus (the "Prospectus") relating to secured notes to be issued
by newly formed statutory trusts formed under the laws of the State of Delaware,
a prospectus supplement relating to secured medium-term notes to be issued by
the trusts (the "Institutional Prospectus Supplement") and a prospectus
supplement relating to Hartford Life IncomeNotes(sm) to be issued by the trusts
(the "Retail Prospectus Supplement"). The Registration Statement provides for:
(i) the registration of up to $2,000,000,000, or the equivalent amount in one or
more foreign currencies, aggregate principal amount of notes to be issued by the
trusts and (ii) the registration of up to $2,000,000,000, or the equivalent
amount in one or more foreign currencies, of Hartford Life's funding agreements
to be sold to the trusts in connection with the sale of notes.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
September 15, 2004
Page 2
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, the Institutional Prospectus Supplement and the
Retail Prospectus Supplement, and the pricing supplement related to the Notes
dated as of the Formation Date, (ii) the trust agreement, dated as of the
Formation Date (the "Trust Agreement"), between Wilmington Trust Company, as
trustee, and AMACAR Pacific Corp., as trust beneficial owner, which adopts and
incorporates the standard trust terms dated July 23, 2004, (iii) the indentures,
dated as of the Issuance Date (the "Indenture"), between JPMorgan Chase Bank, as
indenture trustee (the "Indenture Trustee") and the Trust, which adopts and
incorporates the standard indenture terms dated July 23, 2004, (iv) the
distribution agreement, dated as of the Formation Date (the "Distribution
Agreement"), between Hartford Life, Bear Stearns & Co. Inc., on behalf of itself
and each of the other agents, and the Trust, which adopts and incorporates the
standard distribution agreement terms dated July 23, 2004, (v) the omnibus
instrument, dated as of the Formation Date, which includes the Trust Agreement,
Indenture and Distribution Agreement executed in connection with the creation of
the Trust and the issuance by the Trust of the Notes, (vi) the closing
instrument, dated as of the Issuance Date, related to the Trust, (vii) the Notes
and (viii) the Funding Agreement.
We have also reviewed the trust action of the Trust in connection with the
issuance of the Notes, and have examined, and have relied as to matters of fact
upon, originals or copies certified or otherwise identified to our satisfaction,
of such records, agreements, documents, and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Trust, and have made such other further investigations as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth. In such examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the original
documents of any copies submitted to us for our examination. We have relied as
to factual matters upon, and have assumed the accuracy of, representations,
statements and certificates of or from public officials and of or from officers
and representations of all persons whom we have deemed appropriate.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that upon the execution, issuance,
authentication and delivery of the Notes, the Notes will be the valid and
binding obligations of the Trust, enforceable against the Trust in accordance
with their terms.
The above opinions with regard to the enforceability of the Notes: (i) are
qualified by the effects of bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally and general
principles of equity (regardless of whether such principles are considered in a
proceeding in equity or at law), and (ii) are subject to the further
qualification that, to the extent that the Notes are denominated in a currency
other than United States dollars, a claim thereunder (or foreign currency
judgment in respect to such claim) would be converted into United States dollars
at a rate of exchange prevailing on a date determined pursuant to applicable
law.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
September 15, 2004
Page 3
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, as currently in effect. This opinion 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 letter to reflect
any circumstances which may hereafter come to our attention with respect to the
opinion and statements set forth above, including any changes in applicable law
which may hereafter occur.
We hereby consent to the filing of this letter as an exhibit to the Current
Report on Form 8-K filed by Hartford Life in connection with the issuance and
sale of the Notes, incorporated by reference in the Registration Statement. In
giving such consent, we do not thereby concede that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ SIDLEY AUSTIN BROWN & WOOD LLP