SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING BANK ONE PLAZA LOS ANGELES
---- 10 S. DEARBORN STREET ----
BRUSSELS CHICAGO, ILLINOIS 60603 NEW YORK
---- TELEPHONE 312 853 7000 ----
CHICAGO FACSIMILE 312 853 7036 SAN FRANCISCO
---- www.sidley.com ----
DALLAS SHANGHAI
---- FOUNDED 1866 ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
September 28, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2005-113 SECURED
MEDIUM-TERM NOTES
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2005-113 (the "Trust") of $50,000,000
aggregate principal amount of the Trust's 5.30% Callable Secured Medium-Term
Notes due 2015 (the "Notes") related to funding agreement No. FA-405113 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on September 15,
2005 (the "Formation Date") and the Notes will be issued on September 28, 2005,
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 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.
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 28, 2005
Page 2
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, 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"), between JPMorgan Chase Bank, N.A., as indenture trustee, 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"), between Hartford Life, Deutsche Bank Securities Inc.,
on behalf of itself and each of the other Agents, 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, (viii) the Funding Agreement 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.
Based on the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, the discussion set forth in the Institutional
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.
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Hartford Life Insurance Company
September 28, 2005
Page 3
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