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DALLAS SHANGHAI
FOUNDED 1866
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
September 30, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2004-004 Income Notes(SM)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2004-004 (the "Trust") of $633,000
aggregate principal amount of the Trust's 4.15% IncomeNotessm due 2012 (the
"Notes") related to funding agreement No. FA-404004 (the "Funding Agreement")
executed by Hartford Life Insurance Company, a Connecticut life insurance
company ("Hartford Life"). The Trust was formed on September 27, 2004 (the
"Formation Date") and the Notes will be issued on September 30, 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) filed with the Commission on January 27, 2004, as amended by
Amendment No. 1 filed with the Commission on March 16, 2004, 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 and a
prospectus supplement relating to Hartford Life Income Notes(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.
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SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 30, 2004
Page 2
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, 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 indenture, dated as of the Issuance Date (the
"Indenture"), between JPMorgan Chase Bank, as 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, (viii) the Funding Agreement and (ix) such other records, documents,
certificates or other instruments as in our judgment were necessary or
appropriate to enable us to render the opinion expressed below. 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 also assumed that the transactions described in the Registration
Statement are performed in the manner described therein.
Based on the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, the discussions set forth in the Retail
Prospectus Supplement under the heading "Material United States Federal Income
Tax Considerations," to the extent describing matters of United States federal
income tax law or legal conclusions with respect thereto, is our opinion.
In rendering the opinion set forth above, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings and
other administrative interpretations of the Internal Revenue Service and such
other authorities as we have considered relevant. It should be noted that the
Code, the Regulations and such judicial authorities, rulings, and administrative
interpretations and other authorities are subject to change at any time and, in
some circumstances, with retroactive effect; and any such change could affect
the opinion stated herein.
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.
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 30, 2004
Page 3
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