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 29, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2006-033 Secured Medium-Term Notes
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Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance by
Hartford Life Global Funding Trust 2006-033 (the "Trust") of $100,000,000
aggregate principal amount of the Trust's Floating Rate Secured Medium-Term
Notes due 2011 (the "Notes") related to funding agreement No. FA-406033 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on March 22, 2006
(the "Formation Date") and the Notes will be issued on March 29, 2006 (the
"Issuance Date").
We have acted as special counsel to the underwriters 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 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 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.
In furnishing this letter, we have reviewed: (i) the Registration Statement, the
Prospectus and 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 (the
"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"), among Hartford Life,
Lehman Brothers Inc. 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
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Hartford Life Insurance Company
March 29, 2006
Page 2
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 and (viii) the Funding Agreement.
We have also reviewed the trust action of the 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 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 Notes will be the valid and
binding obligations of the Trust, enforceable against the 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. This 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