Exhibit 8
SIDLEY AUSTIN LLP | BEIJING GENEVA SAN FRANCISCO
ONE SOUTH DEARBORN | BRUSSELS HONG KONG SHANGHAI
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| FOUNDED 1866
April 13, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trusts 2006-037, 2006-038
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and 2006-039 Secured 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 2006-037
(the "2006-037 Trust") of $1,664,000 aggregate principal
amount of the 2006-037 Trust's 5.25% Callable Secured
IncomeNotes(sm) due 2010 (the "2006-037 Notes") related to
funding agreement No. FA-406037 (the "2006-037 Funding
Agreement") executed by Hartford Life Insurance Company, a
Connecticut life insurance company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2006-038
(the "2006-038 Trust") of $3,161,000 aggregate principal
amount of the 2006-038 Trust's 5.50% Callable Secured
IncomeNotes(sm) due 2011 (the "2006-038 Notes") related to
funding agreement No. FA-406038 (the "2006-038 Funding
Agreement") executed by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2006-039
(the "2006-039 Trust") of $1,535,000 aggregate principal
amount of the 2006-039 Trust's 5.75% Callable Secured
IncomeNotes(sm) due 2014 (the "2006-039 Notes") related to
funding agreement No. FA-406039 (the "2006-039 Funding
Agreement") executed by Hartford Life.
The 2006-037 Trust, the 2006-038 Trust and the 2006-039 Trust are referred to
collectively herein as the "Trusts"; the 2006-037 Notes, the 2006-038 Notes and
the 2006-039 Notes are referred to collectively herein as the "Notes"; and the
2006-037 Funding Agreement, the 2006-038 Funding Agreement and the 2006-039
Funding Agreement are referred to collectively herein as the "Funding
Agreements." The Trusts were formed on April 10, 2006 (the "Formation Date") and
the Notes will be issued on April 13, 2006 (the "Issuance Date").
Sidley Austin LLP is a limited liability partnership practicing in affiliation
with other Sidley Austin partnerships
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Hartford Life Insurance Company
April 13, 2006
Page 2
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.
333-130089) on December 2, 2005, as amended by Amendment No. 1 filed with the
Commission on January 10, 2006, Amendment No. 2 filed with the Commission on
February 27, 2006, Amendment No. 3 filed with the Commission on March 30, 2006
and Amendment No. 4 filed with the Commission on March 30, 2006 (including the
documents incorporated by reference therein, 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 the prospectus supplements relating to Hartford Life IncomeNotes(sm) to be
issued by the trusts (collectively the "Retail Prospectus Supplement"). The
Registration Statement provides for: (i) the registration of up to
$4,000,000,000, 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 $4,000,000,000, 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 April 3, 2006, (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 December 2, 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 February 27, 2006, (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 30,
2006, (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
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Hartford Life Insurance Company
April 13, 2006
Page 3
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 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