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THE HARTFORD
April 14, 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-405048 Hartford Life Global Funding Trust 2005 - 048
Funding Agreement FA-405049 Hartford Life Global Funding Trust 2005 - 049
Funding Agreement FA-405050 Hartford Life Global Funding Trust 2005 - 050
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
April 14, 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