[Letterhead of Sidley Austin Brown & Wood LLP, New York ]
September 24, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2004-003 Secured
Medium-Term Notes
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2004-003 (the "Trust") of $300,000,000
aggregate principal amount of the Trust's Floating Rate Secured Medium-Term
Notes due 2009 (the "Notes") related to funding agreement No. FA-404003 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on September 20,
2004 (the "Formation Date") and the Notes will be issued on September 24, 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 IncomeNotessm 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)
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
September 24, 2004
Page 2
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.
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
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
September 24, 2004
Page 3
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.
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