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LONDON WASHINGTON, D.C.
January 26, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2005-010 $300,000,000 EXTENDIBLE
CALLABLE FLOATING RATE NOTES DUE FEBRUARY 15, 2006
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2005-010 (the "Trust") of $300,000,000
aggregate principal amount of the Trust's Extendible Callable Floating Rate
Notes due February 15, 2006 (the "Notes") related to funding agreement No.
FA-405010 (the "Funding Agreement") executed by Hartford Life Insurance Company,
a Connecticut life insurance company ("Hartford Life"). The Trust was formed on
January 19, 2005 (the "Formation Date") and the Notes will be issued on January
26, 2005 (the "Issuance Date").
With your consent, we have acted as special tax counsel to Hartford
Life and as counsel to J.P. Morgan Securities 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 dated September
7, 2004 (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 dated September 7, 2004 relating to secured medium-term
notes to be issued by the trusts (the "Institutional 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
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
January 26, 2005
Page 2
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 Institutional Prospectus Supplement and the
pricing supplement related to the Notes, dated as of the Formation Date (the
"Pricing Supplement"), (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"), among Law Debenture Trust Company of New
York, as indenture trustee, JPMorgan Chase Bank, N.A., as registrar, transfer
agent, paying agent and calculation agent, 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, J.P. Morgan Securities Inc., 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 discussion set forth in the Institutional
Prospectus Supplement under the heading "Material United States Federal Income
Tax Considerations," as supplemented by the discussion set forth in the Pricing
Supplement under the heading "Special Tax Considerations Relating to the 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.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
January 26, 2005
Page 3
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