Exhibit 5.1
SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
[GRAPHIC OMITTED] 787 SEVENTH AVENUE BRUSSELS HONG KONG SHANGHAI
NEW YORK, NY 10019 CHICAGO LONDON SINGAPORE
(212) 839 5300 DALLAS LOS ANGELES TOKYO
(212) 839 5599 FAX FRANKFURT NEW YORK WASHINGTON,DC
FOUNDED 1866
March 30, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUSTS 2006-034, 2006-035 AND
2006-036 INCOMENOTES(SM)
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with:
1. the issuance by Hartford Life Global Funding Trust 2006-034 (the
"2006-034 Trust") of $3,080,000 aggregate principal amount of the
2006-034 Trust's 5.25% Callable IncomeNotes(sm) due 2011 (the "2006-034
Notes") related to funding agreement No. FA-406034 (the "2006-034 Funding
Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2006-035 (the
"2006-035 Trust") of $4,053,000 aggregate principal amount of the
2006-035 Trust's 5.50% Callable IncomeNotes(sm) due 2013 (the "2006-035
Notes") related to funding agreement No. FA-406035 (the "2006-035 Funding
Agreement") executed by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2006-036 (the
"2006-036 Trust") of $2,996,000 aggregate principal amount of the
2006-036 Trust's 5.75% Callable IncomeNotes(sm) due 2016 (the "2006-036
Notes") related to funding agreement No. FA-406036 (the "2006-036 Funding
Agreement") executed by Hartford Life.
The 2006-034 Trust, the 2006-035 Trust and the 2006-036 Trust are referred to
collectively herein as the "Trusts"; the 2006-034 Notes, the 2006-035 Notes and
the 2006-036 Notes are referred to collectively herein as the "Notes"; and the
2006-034 Funding Agreement, the 2006-035 Funding Agreement and the 2006-036
Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on March 27, 2006 (the "Formation Date") and
the Notes will be issued on March 30, 2006 (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 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
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 30, 2006
Page 2
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.
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
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Hartford Life Insurance Company
March 30, 2006
Page 3
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 LLP