Exhibit 5.1
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SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
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
April 21, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2006-043 Extendible Secured
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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 2006-043 (the "Trust") of $300,000,000
aggregate principal amount of the Trust's Extendible Floating Rate Secured
Medium-Term Notes due 2008 (the "Notes") related to funding agreement No.
FA-406043 (the "Funding Agreement") executed by Hartford Life Insurance Company,
a Connecticut life insurance company ("Hartford Life"). The Trust was formed on
April 13, 2006 (the "Formation Date") and the Notes will be issued on April 21,
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. 333-130089)
filed with the Commission 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
(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 $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 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 April 13, 2006, (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
December 2,
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Hartford Life Insurance Company
April 21, 2006
Page 2
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 February 27, 2006, (iv) the distribution agreement, dated as of the
Formation Date (the "Distribution Agreement"), among Hartford Life, Wachovia
Capital Markets, LLC and the Trust, which adopts and incorporates the standard
distribution agreement terms dated March 30, 2006, (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 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
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Hartford Life Insurance Company
April 21, 2006
Page 3
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