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DALLAS SHANGHAI
FOUNDED 1866
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, 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% IncomeNotes(sm) due 2010
(the "2004-011 Notes") related to funding agreement No. 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% IncomeNotes(sm) due 2024
(the "2004-012 Notes") related to funding agreement No. 404012
(the "2004-012 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, 2004 (the "Formation Date")
and the Notes were issued on December 2, 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
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Hartford Life Insurance Company
December 2, 2004
Page 2
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 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, 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 (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, N.A., 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 (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
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Hartford Life Insurance Company
December 2, 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