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DALLAS SHANGHAI
FOUNDED 1866
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
March 17, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUSTS 2005-037, 2005-038
AND 2005-039 INCOMENOTES(sm)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2005-037
(the "2005-037 Trust") of $3,597,000 aggregate principal
amount of the 2005-037 Trust's 5.00% Callable IncomeNotes(sm)
due 2014 (the "2005-037 Notes") related to funding agreement
No. FA-405037 (the "2005-037 Funding Agreement") executed by
Hartford Life Insurance Company, a Connecticut life insurance
company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2005-038
(the "2005-038 Trust") of $374,000 aggregate principal amount
of the 2005-038 Trust's Floating Rate IncomeNotes(sm) due 2015
(the "2005-038 Notes") related to funding agreement No.
FA-405038 (the "2005-038 Funding Agreement") executed by
Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2005-039
(the "2005-039 Trust") of $740,000 aggregate principal amount
of the 2005-039 Trust's 5.25% Callable IncomeNotes(sm) due
2025 (the "2005-039 Notes") related to funding agreement No.
FA-405039 (the "2005-039 Funding Agreement") executed by
Hartford Life.
The 2005-037 Trust, the 2005-038 Trust and the 2005-039 Trust are referred to
collectively herein as the "Trusts"; the 2005-037 Notes, the 2005-038 Notes and
the 2005-039 Notes are referred to collectively herein as the "Notes"; and the
2005-037 Funding Agreement, the 2005-
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Hartford Life Insurance Company
March 17, 2005
Page 2
038 Funding Agreement and the 2005-039 Funding Agreement are referred to
collectively herein as the "Funding Agreements." The Trusts were formed on March
14, 2005 (the "Formation Date") and the Notes will be issued on March 17, 2005
(the "Issuance Date").
With the consent of all parties, 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 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 (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
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Hartford Life Insurance Company
March 17, 2005
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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 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 2005-038 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