Exhibit 8
SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
[GRAPHIC OMITTED] ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI
CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE
(312) 853 7000 DALLAS LOS ANGELES TOKYO
(312) 853 7036 FAX FRANKFURT NEW YORK WASHINGTON,DC
FOUNDED 1866
March 29, 2005
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 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 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 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 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
Sidley Austin LLP is a limited liability partnership practicing in affiliation
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[GRAPHIC OMITTED]
Hartford Life Insurance Company
March 29, 2006
Page 2
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, Bear, Stearns & Co. 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 LLP
[GRAPHIC]
SIDLEY
Hartford Life Insurance Company
March 29, 2006
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 LLP