Exhibit 8
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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 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 Floating Rate Secured Medium-Term
Notes with an initial maturity date of April 15, 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 tax counsel to Hartford Life in connection
with the issuance of the Notes. In addition, with your consent and with the
consent of each Agent (as defined herein), 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 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 $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.
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 21, 2006
Page 2
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 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, 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 February
27, 2006, (iv) the distribution agreement, dated as of the Formation Date (the
"Distribution Agreement"), between 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, (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," as supplemented by the discussion set forth in the pricing
supplement related to the Notes, 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
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Hartford Life Insurance Company
April 21, 2006
Page 3
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