EXHIBIT 5.1
SIDLEY AUSTIN BROWN & WOOD LLP
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LONDON WASHINGTON, D.C.
August 18, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2005-102 $400,000,000
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Extendible Floating Rate Secured Medium-Term Notes Due 2007
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Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2005-102 (the "Trust") of $400,000,000
aggregate principal amount of the Trust's Extendible Floating Rate Secured
Medium-Term Notes due 2007 (the "Notes") related to funding agreement No.
FA-405102 (the "Funding Agreement") executed by Hartford Life Insurance Company,
a Connecticut life insurance company ("Hartford Life"). The Trust was formed on
August 11, 2005 (the "Formation Date") and the Notes will be issued on August
18, 2005 (the "Issuance Date").
We have acted as special counsel to the underwriters 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 No. 333-123441)
filed with the Commission on March 18, 2005, as amended by Amendment No. 1 filed
with the Commission on April 12, 2005 (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 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
$5,000,000,000, 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 $5,000,000,000, 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.
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SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
August 18, 2005
Page 2
In furnishing this letter, we have reviewed: (i) the Registration
Statement, the Prospectus and the Institutional Prospectus Supplement, and the
pricing supplement related to the Notes dated as of the Formation Date, (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
March 18, 2005, (iii) the indenture, dated as of the Issuance Date (the
"Indenture"), among Law Debenture Trust Company of New York, as indenture
trustee (the "Indenture Trustee"), JPMorgan Chase Bank, N.A., as paying agent,
registrar, transfer agent and calculation agent, and the Trust, which adopts and
incorporates the standard indenture terms dated March 18, 2005, (iv) the
distribution agreement, dated as of the Formation Date (the "Distribution
Agreement"), among Hartford Life, J.P. Morgan Securities Inc., Banc of America
Securities LLC and the Trust, which adopts and incorporates the standard
distribution agreement terms dated March 18, 2005, (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 and (viii) the
Funding Agreement.
We have also reviewed the trust action of the Trust in connection with
the issuance of the Notes, and have examined, and have relied as to matters of
fact upon, originals or copies certified or otherwise identified to our
satisfaction, of such records, agreements, documents, and other instruments and
such certificates or comparable documents of public officials and of officers
and representatives of the Trust, and have made such other further
investigations as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. In such examination, 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 relied as to factual matters upon, and have assumed the accuracy of,
representations, statements and certificates of or from public officials and of
or from officers and representatives of all persons whom we have deemed
appropriate.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that upon the execution,
issuance, authentication and delivery of the Notes, the Notes will be the valid
and binding obligations of the Trust, enforceable against the Trust in
accordance with their terms.
The above opinion with regard to the enforceability of the Notes is
qualified by the effects of bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally and general
principles of equity (regardless of whether such principles are considered in a
proceeding in equity or at law).
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, as currently in effect. This letter speaks as of
the date hereof and we assume no obligation to update or supplement this letter
to reflect any facts or circumstances which may
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
August 18, 2005
Page 3
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