EXHIBIT 8
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LONDON WASHINGTON, D.C.
October 15, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUSTS 2004-006, 2004-007
INCOME NOTES(sm)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2004-006
(the "2004-006 Trust") of $363,000 aggregate principal amount
of the 2004-006 Trust's 4.70% IncomeNotessm due 2014 (the
"2004-006 Notes") related to funding agreement No. 404006 (the
"2004-006 Funding Agreement") executed by Hartford Life
Insurance Company, a Connecticut life insurance company
("Hartford Life"); and
2. the issuance by Hartford Life Global Funding Trust 2004-007
(the "2004-007 Trust") of $2,959,000 aggregate principal amount
of the 2004-007 Trust's 5.40% IncomeNotessm due 2019 (the
"2004-007 Notes") related to funding agreement No. 404007 (the
"2004-007 Funding Agreement") executed by Hartford Life.
The 2004-006 Trust and the 2004-007 Trust are referred to collectively herein as
the "Trusts"; the 2004-006 Notes and the 2004-007 Notes are referred to
collectively herein as the "Notes"; and the 2004-006 Funding Agreement and the
2004-007 Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on October 12, 2004 (the "Formation Date")
and the Notes were issued on October 15, 2004 (the "Issuance Date").
With your consent, we have acted as special tax counsel to Hartford Life
and as 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
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SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
October 15, 2004
Page 2
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 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) 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 Retail Prospectus Supplement and each of the
pricing supplements (each, a "Pricing Supplement") related to the Notes, each
such pricing supplement dated as of the Formation Date, (ii) each of the trust
agreements, dated as of the Formation Date (each, a "Trust Agreement"), between
Wilmington Trust Company, as trustee, and AMACAR Pacific Corp., as trust
beneficial owner, which adopt and incorporate the standard trust terms dated
July 23, 2004, (iii) each of the indentures, dated as of the Issuance Date
(each, an "Indenture"), between JPMorgan Chase Bank, as indenture trustee, and
the relevant Trust, which adopt and incorporate the standard indenture terms
dated July 23, 2004, (iv) each of the distribution agreements, dated as of the
Formation Date (each, a "Distribution Agreement"), between Hartford Life, Bear
Stearns & Co. Inc., on behalf of itself and each of the other agents, and the
relevant Trust, which adopt and incorporate the standard distribution agreement
terms dated July 23, 2004, (v) each of the omnibus instruments, dated as of the
Formation Date, which include the relevant Trust Agreement, Indenture and
Distribution Agreement executed in connection with the creation of the Trusts
and the issuance by the Trusts of the Notes, (vi) each of the closing
instruments, dated as of the Issuance Date, related to each relevant Trust,
(vii) the Notes, (viii) each of the Funding Agreements and (viv) 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
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
October 15, 2004
Page 3
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 facts or 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