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DALLAS SHANGHAI
FOUNDED 1866
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
September 29, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trusts 2005-117,
2005-118 and 2005-119 IncomeNotes(sm)
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Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2005-117 (the
"2005-117 Trust") of $4,535,000 aggregate principal amount of the
2005-117 Trust's 4.60% Callable IncomeNotes(sm) due 2010 (the
"2005-117 Notes") related to funding agreement No. FA-405117 (the
"2005-117 Funding Agreement") executed by Hartford Life Insurance
Company, a Connecticut life insurance company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2005-118 (the
"2005-118 Trust") of $3,366,000 aggregate principal amount of the
2005-118 Trust's 5.00% Callable IncomeNotes(sm) due 2013 (the
"2005-118 Notes") related to funding agreement No. FA-405118 (the
"2005-118 Funding Agreement") executed by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2005-119 (the
"2005-119 Trust") of $1,286,000 aggregate principal amount of the
2005-119 Trust's 5.45% Callable IncomeNotes(sm) due 2035 (the
"2005-119 Notes") related to funding agreement No. FA-405119 (the
"2005-119 Funding Agreement") executed by Hartford Life.
The 2005-117 Trust, the 2005-118 Trust and the 2005-119 Trust are referred to
collectively herein as the "Trusts"; the 2005-117 Notes, the 2005-118 Notes and
the 2005-119 Notes are
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SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 29, 2005
Page 2
referred to collectively herein as the "Notes"; and the 2005-117 Funding
Agreement, the 2005-118 Funding Agreement and the 2005-119 Funding Agreement are
referred to collectively herein as the "Funding Agreements." The Trusts were
formed on September 26, 2005 (the "Formation Date") and the Notes will be issued
on September 29, 2005 (the "Issuance Date").
We have acted as counsel to Bear, Stearns & Co. Inc. and each other
agent under the Hartford Life Global Funding Trusts Program (each, an "Agent")
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
IncomeNotes(sm) to be issued by the trusts (the "Retail 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.
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, (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 March 18, 2005, (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 March 18, 2005, (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 March 18,
2005, (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 have also
assumed that the transactions described in the Registration Statement are
performed in the manner described therein.
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 29, 2005
Page 3
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," 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