Exhibit 8
SIDLEY AUSTIN LLP | BEIJING GENEVA SAN FRANCISCO
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March 9, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trusts 2006-024, 2006-025 and 2006-026
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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 2006-024 (the "2006-024
Trust") of $1,933,000 aggregate principal amount of the 2006-024 Trust's
5.00% Callable IncomeNotes(sm) due 2010 (the "2006-024 Notes") related to
funding agreement No. FA-406024 (the "2006-024 Funding Agreement") executed
by Hartford Life Insurance Company, a Connecticut life insurance company
("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2006-025 (the "2006-025
Trust") of $2,760,000 aggregate principal amount of the 2006-025 Trust's
5.25% Callable IncomeNotes(sm) due 2011 (the "2006-025 Notes") related to
funding agreement No. FA-406025 (the "2006-025 Funding Agreement") executed
by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2006-026 (the "2006-026
Trust") of $3,804,000 aggregate principal amount of the 2006-026 Trust's
5.50% Callable IncomeNotes(sm) due 2013 (the "2006-026 Notes") related to
funding agreement No. FA-406026 (the "2006-026 Funding Agreement") executed
by Hartford Life.
The 2006-024 Trust, the 2006-025 Trust and the 2006-026 Trust are referred to
collectively herein as the "Trusts"; the 2006-024 Notes, the 2006-025 Notes and
the 2006-026 Notes are referred to collectively herein as the "Notes"; and the
2006-024 Funding Agreement, the 2006-025 Funding Agreement and the 2006-026
Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on March 6, 2006 (the "Formation Date") and
the Notes will be issued on March 9, 2006 (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
Sidley Austin LLP is a limited liability partnership practicing
in affiliation with other Sidley Austin partnerships
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Hartford Life Insurance Company
March 9, 2006
Page 2
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 and Post-Effective Amendment No. 1 filed
with the Commission on December 13, 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.
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Hartford Life Insurance Company
March 9, 2006
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 LLP