SIDLEY AUSTIN BROWN & WOOD LLP
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GENEVA SINGAPORE
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LONDON WASHINGTON, D.C.
November 17, 2005
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trusts 2005-138, 2005-139 and
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2005-140 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 2005-138 (the
"2005-138 Trust") of $4,440,000 aggregate principal amount of the
2005-138 Trust's 5.00% Callable IncomeNotes(sm) due 2009 (the
"2005-138 Notes") related to funding agreement No. FA-405138 (the
"2005-138 Funding Agreement") executed by Hartford Life Insurance
Company, a Connecticut life insurance company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2005-139 (the
"2005-139 Trust") of $3,380,000 aggregate principal amount of the
2005-139 Trust's 5.50% Callable IncomeNotes(sm) due 2012 (the
"2005-139 Notes") related to funding agreement No. FA-405139 (the
"2005-139 Funding Agreement") executed by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2005-140 (the
"2005-140 Trust") of $2,404,000 aggregate principal amount of the
2005-140 Trust's 5.75% Callable IncomeNotes(sm) due 2015 (the
"2005-140 Notes") related to funding agreement No. FA-405140 (the
"2005-140 Funding Agreement") executed by Hartford Life.
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SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
November 17, 2005
Page 2
The 2005-138 Trust, the 2005-139 Trust and the 2005-140 Trust are referred
to collectively herein as the "Trusts"; the 2005-138 Notes, the 2005-139 Notes
and the 2005-140 Notes are referred to collectively herein as the "Notes"; and
the 2005-138 Funding Agreement, the 2005-139 Funding Agreement and the 2005-140
Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on November 14, 2005 (the "Formation Date")
and the Notes will be issued on November 17, 2005 (the "Issuance Date").
We have acted as special 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. 333-123441)
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 letter, we have reviewed: (i) the Registration
Statement, the Prospectus and 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 (the "Trust Agreements"), 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 (the "Indentures"), between JPMorgan
Chase Bank, N.A., as indenture trustee (the "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 (the "Distribution Agreements"), 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 and (viii) each of the Funding Agreements.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Hartford Life Insurance Company
November 17, 2005
Page 3
We have also reviewed the trust action of the relevant 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 relevant 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 relevant Notes will be the valid
and binding obligations of the relevant Trust, enforceable against such 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. The 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 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