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THE HARTFORD
March 3, 2005
To: Board of Directors of Hartford Life Insurance Company
RE: Enforceability of Funding Agreements Issued to Certain Trusts
Ladies and Gentlemen:
I am Counsel to Hartford Life Insurance Company ("Hartford Life"), a Connecticut
life insurance corporation.
I am furnishing this opinion in connection with the issuance by Hartford Life of
the funding agreements listed below (each a "Contract") to the trusts (each a
"Trust") listed below on or about the date of this letter:
CONTRACT CONTRACTHOLDER
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Funding Agreement FA-405031 Hartford Life Global Funding Trust 2005 - 031
Funding Agreement FA-405032 Hartford Life Global Funding Trust 2005 - 032
Funding Agreement FA-405033 Hartford Life Global Funding Trust 2005 - 033
In each instance the Trust was established pursuant to the Hartford Life Global
Funding note issuance program (the "Program") described in that certain
registration statement on Form S-3 (File No. 333-112244) filed on January 27,
2004 (the "Registration Statement") with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Act"), as amended
by Amendment No. 1 thereto, filed with the SEC on March 16, 2004; by Amendment
No. 2 thereto, filed with the SEC on May 4, 2004; and by Amendment No. 3
thereto, filed with the SEC on July 27, 2004. The Registration Statement
describes (i) the registration and public offering of up to $2 billion, in the
aggregate principal amount of notes (the "Notes") to be issued by a series of
trusts and (ii) the registration of up to $2,000,000,000, or the equivalent
amount in one or more foreign or composite currencies, aggregate principal
amount of Hartford Life's funding agreements (each, a "Contract") to be sold to
the trusts described below in connection with the issuance and sale of the
Notes.
Each of the Trusts is intended to be a trust described in the prospectus
(including the prospectus supplement relating to IncomeNotes(sm)), both dated
September 7, 2004, and included in the Registration Statement (together, the
"Prospectus"). Once duly formed, each Trust is authorized to issue no more than
a single series of Notes and to take certain other actions necessary or
appropriate to such issuance. The proceeds from the sale of each series of Notes
are to be used by each Trust to purchase separately from Hartford Life a funding
agreement, such as the Contracts listed above. As described in the Prospectus,
the Notes issued by each Trust are to be secured by the assignment to an
indenture trustee of its Contract and all proceeds from its Contract.
In connection with the foregoing, I, or persons under my supervision, have
examined an original or copies certified to my satisfaction as being a true copy
of the certificate of incorporation and bylaws of Hartford Life, and have
reviewed such other corporate records, instruments and other documents as deemed
necessary or appropriate in order to render the opinions set forth herein. I, or
persons under my supervision, have also reviewed, in unexecuted form, each of
the Contracts.
In the examination of various documents, instruments and records, including
without limitation any referred to in this opinion letter, and in connection
with the opinions herein expressed, I have assumed the competency of all
individual signatories, the genuineness of all signatures, submitted as
certified, photostatic or electronic copies, and the authenticity of the
originals of such latter documents.
Board of Directors of Hartford Life Insurance Company
March 3, 2005
Page Two
Based upon and subject to the foregoing, I am of the opinion that, as of the
date of this letter:
(a) Hartford Life is a Connecticut domiciled insurance company
duly organized, validly existing and in good standing under
the laws of Connecticut as a corporation formed for the
purposes of conducting the business of a life insurance
company. Hartford Life has the necessary corporate authority
to enter into each of the Contracts and to perform its
respective obligations thereunder.
(b) Hartford Life has obtained licenses from the states of
Connecticut and Delaware, which authorize Hartford Life to
conduct life insurance business and to issue insurance
contracts (including each of the Contracts) in those states.
Hartford Life has all necessary authority to execute and to
issue such Contracts under applicable Connecticut and Delaware
insurance laws and regulations and orders and interpretations
of the Connecticut Insurance Department and the Delaware
Insurance Department.
(c) The issuance of each of the Contracts has been approved by all
necessary corporate action on the part of Hartford Life; and
each Contract constitutes the legal, valid and binding
obligation of Hartford Life, enforceable in accordance with
its terms, except to the extent enforceability thereof may be
limited by (i) bankruptcy, insolvency, fraudulent conveyances,
fraudulent transfers, reorganization, or moratorium or other
similar laws now or hereafter in effect relating to or
effecting the enforcement of creditors' rights or remedies
generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in
equity or at law), including the discretion of the court
before which any proceeding may be brought, concepts of good
faith, reasonableness and fair dealing.
I consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Current Report of Hartford Life on Form 8-K and
to the use of my name under the heading "Legal Matters" in the Prospectus and to
the incorporation by reference of this opinion and consent as exhibits to the
Registration Statement filed in accordance with Rule 462(b) under the Act. In
giving the foregoing consents, I do not thereby admit that I come within the
category of persons, whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Jonathan Mercier
Jonathan Mercier, Counsel
Hartford Life Insurance Company