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LONDON WASHINGTON, D.C.
December 23, 2004
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUSTS 2004-019, 2004-020
AND 2004-021 INCOMENOTES(sm)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2004-019
(the "2004-019 Trust") of $382,000 aggregate principal amount
of the 2004-019 Trust's 4.00% IncomeNotes(sm) due 2011 (the
"2004-019 Notes") related to funding agreement No. 404019 (the
"2004-019 Funding Agreement") executed by Hartford Life
Insurance Company, a Connecticut life insurance company
("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2004-020
(the "2004-020 Trust") of $6,612,000 aggregate principal
amount of the 2004-020 Trust's Floating Rate IncomeNotes(sm)
due 2011 (the "2004-020 Notes") related to funding agreement
No. 404020 (the "2004-020 Funding Agreement") executed by
Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2004-021
(the "2004-021 Trust") of $811,000 aggregate principal amount
of the 2004-021 Trust's 5.25% IncomeNotes(sm) due 2024 (the
"2004-021 Notes") related to funding agreement No. 404021 (the
"2004-021 Funding Agreement") executed by Hartford Life.
The 2004-019 Trust, the 2004-020 Trust and the 2004-021 Trust are referred to
collectively herein as the "Trusts"; the 2004-019 Notes, the 2004-020 Notes and
the 2004-021 Notes are referred to collectively herein as the "Notes"; and the
2004-019 Funding Agreement, the 2004-020 Funding Agreement and the 2004-021
Funding Agreement are referred to collectively herein
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
December 23, 2004
Page 2
as the "Funding Agreements." The Trusts were formed on December 20, 2004 (the
"Formation Date") and the Notes were issued on December 23, 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 Commission on March 18, 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 (each, a "Pricing Supplement"), (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.
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
December 23, 2004
Page 3
Based on the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, the discussion set forth in the Retail
Prospectus Supplement under the heading "Material United States Federal Income
Tax Considerations," as supplemented by the discussion set forth in the Pricing
Supplement related to the 2004-020 Notes, 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 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