Exhibit 5.1
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April 27, 2006
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trusts 2006-044, 2006-045 and
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2006-046 Secured IncomNotes(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 2006-044 (the
"2006-044 Trust") of $3,511,000 aggregate principal amount of the
2006-044 Trust's 5.50% Callable Secured IncomeNotes(sm) due 2011 (the
"2006-044 Notes") related to funding agreement No. FA-406044 (the
"2006-044 Funding Agreement") executed by Hartford Life Insurance
Company, a Connecticut life insurance company ("Hartford Life");
2. the issuance by Hartford Life Global Funding Trust 2006-045 (the
"2006-045 Trust") of $4,676,000 aggregate principal amount of the
2006-045 Trust's 5.75% Callable Secured IncomeNotes(sm) due 2013 (the
"2006-045 Notes") related to funding agreement No. FA-406045 (the
"2006-045 Funding Agreement") executed by Hartford Life; and
3. the issuance by Hartford Life Global Funding Trust 2006-046 (the
"2006-046 Trust") of $11,280,000 aggregate principal amount of the
2006-046 Trust's 6.00% Callable Secured IncomeNotes(sm) due 2016 (the
"2006-046 Notes") related to funding agreement No. FA-406046 (the
"2006-046 Funding Agreement") executed by Hartford Life.
The 2006-044 Trust, the 2006-045 Trust and the 2006-046 Trust are
referred to collectively herein as the "Trusts"; the 2006-044 Notes, the
2006-045 Notes and the 2006-046 Notes are referred to collectively herein as the
"Notes"; and the 2006-044 Funding Agreement, the 2006-045 Funding Agreement and
the 2006-046 Funding Agreement are referred to collectively herein as the
"Funding Agreements." The Trusts were formed on April 24, 2006 (the "Formation
Date") and the Notes will be issued on April 27, 2006 (the "Issuance Date").
We have acted as special counsel to Bear, Stearns & Co. Inc. 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 Nos.
333-130089) filed with the Commission 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
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Hartford Life Insurance Company
April 27, 2006
Page 2
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 IncomeNotes(sm) to be issued by the trusts (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 letter, we have reviewed: (i) the Registration
Statement, the Prospectus and the Retail Prospectus Supplement, and each of the
pricing supplements related to the Notes, each such pricing supplement dated as
of April 17, 2006 (ii) each of the trust agreements, dated as of the Formation
Date (the "Trust Agreements"), 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 (the "Indentures"), between JPMorgan Chase Bank, N.A.,
as indenture trustee (the "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 (the
"Distribution Agreements"), 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 and (viii) each
of the Funding Agreements.
We have also reviewed the trust action of the relevant 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 relevant 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.
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Hartford Life Insurance Company
April 27, 2006
Page 3
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 relevant Notes will be
the valid and binding obligations of the relevant Trust, enforceable against
such 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 and the Delaware Statutory Trust Act, as currently
in effect. The 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