SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING 787 SEVENTH AVENUE LOS ANGELES
NEW YORK, NEW YORK 10019
BRUSSELS TELEPHONE 212 839 5300 NEW YORK
FACSIMILE 212 839 5599
CHICAGO www.sidley.com SAN FRANCISCO
DALLAS FOUNDED 1866 SHANGHAI
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
December 2, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUSTS 2004-011 AND 2004-012
INCOMENOTES(sm)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2004-011
(the "2004-011 Trust") of $2,408,000 aggregate principal
amount of the 2004-011 Trust's 4.00% Fixed Rate
IncomeNotes(sm) due December 15, 2010 (the "2004-011 Notes")
related to funding agreement No. FA-404011 (the "2004-011
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 2004-012
(the "2004-012 Trust") of $2,946,000 aggregate principal
amount of the 2004-012 Trust's 5.40%/ Fixed Rate
IncomeNotes(sm) due December 15, 2024 (the "2004-012 Notes")
related to funding agreement No. FA-404012 (the "2004-011
Funding Agreement") executed by Hartford Life.
The 2004-011 Trust and the 2004-012 Trust are referred to collectively herein as
the "Trusts"; the 2004-011 Notes and the 2004-012 Notes are referred to
collectively herein as the "Notes"; and the 2004-011 Funding Agreement and the
2004-012 Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on November 29,
SIDLEY AUSTIN BROWN & WOOD LLP IS A DELAWARE LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
December 2, 2004
Page 2
2004, 2004 (the "Formation Date") and the Notes will be issued on December 2,
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
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.
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus and the Retail Prospectus Supplement, and each of the
pricing supplements 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 (the "Trust Agreements"), 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 (the "Indentures"), between JPMorgan
Chase Bank, N.A., as indenture trustee (the "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 (the "Distribution Agreements"), 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 and (viii) each of the Funding Agreements.
We have also reviewed the trust action of the Trusts 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
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
December 2, 2004
Page 3
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 relevant Notes will be
the valid and binding obligations of the relevant Trust, enforceable against
such 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.
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