EXHIBIT 5.1
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THE HARTFORD
October 5, 2006
To: Hartford Life Insurance Company
RE: Enforceability of Certain Notes
Ladies and Gentlemen:
I am an attorney with Hartford Life Insurance Company ("Hartford Life"), a
Connecticut corporation.
I am furnishing this opinion in connection with the issuance by Hartford Life of
the Notes listed below (each a "Note") on or about the date of this letter:
CUSIP SERIES NOTE
----- ------ ----
4165X0AH3 406308 Floating Rate IncomeNote(sm) due October 15, 2009
4165X0AJ9 406309 5.25% Callable IncomeNote(sm) due October 15, 2012
4165X0AK6 406310 5.50% Callable IncomeNote(sm) due October 15, 2014
4165X0AL4 406311 5.75% Callable IncomeNote(sm) due October 15, 2021
The Notes are issued pursuant to Hartford Life's note issuance program (the
"Program") described in that certain registration statement on Form S-3 (File
No. 333-137215) filed on September 8, 2006 (the "Registration Statement") with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the
registration and public offering of notes (the "Notes") to be issued by Hartford
Life. The Notes are further described in the prospectus included in the
Registration Statement (the "Prospectus") and in the pricing supplements
pertaining to the issuance of the Notes listed above.
In connection with the foregoing, I, or persons under my supervision, have
examined an original or copies certified to my satisfaction as being a true copy
of the certificate of incorporation and bylaws of Hartford Life, and have
reviewed such other corporate records, instruments and other documents as deemed
necessary or appropriate in order to render the opinions set forth herein.
In furnishing this letter, I have also reviewed: (i) The Registration Statement,
the Prospectus and the pricing supplements related to the Notes, (ii) The
indenture dated as of September 8, 2006, (the "Indenture"), between The Bank of
New York Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A.), as
indenture trustee (the "Indenture Trustee"), and Hartford Life, (iii) the
distribution agreement, dated as of September 8, 2006 (the "Distribution
Agreement"), between Hartford Life and Bear, Stearns & Co. Inc., (iv) the
closing instrument, related to the Notes listed above and dated as of the date
of this letter, and (v) the Terms Agreement dated as of October 2, 2006 between
Hartford Life and the agents named therein.
Hartford Life Insurance Company
October 5, 2006
Page 2
In the examination of various documents, instruments and records, including
without limitation any referred to in this opinion letter, and in connection
with the opinions herein expressed, I have assumed the competency of all
individual signatories, the genuineness of all signatures, submitted as
certified, photostatic or electronic copies, and the authenticity of the
originals of such latter documents. I have also 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 I have deemed appropriate.
Based upon and subject to the foregoing, I am of the opinion that, as of the
date of this letter, the Notes listed above constitute the legal, valid and
binding obligation of Hartford Life, enforceable in accordance with their terms,
except to the extent enforceability thereof may be limited by (i) bankruptcy,
insolvency, fraudulent conveyances, fraudulent transfers, reorganization, or
moratorium or other similar laws now or hereafter in effect relating to or
effecting the enforcement of creditors' rights or remedies generally and (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), including the discretion of the
court before which any proceeding may be brought, concepts of good faith,
reasonableness and fair dealing.
No opinion is expressed as to the laws of any jurisdiction other than the laws
of Connecticut and New York, as currently in effect. This letter speaks as of
the date hereof and there is no obligation to update or supplement this letter
to reflect any facts or circumstances which may hereafter come to my attention
with respect to the opinion and statements set forth above, including any
changes in applicable law which may hereafter occur.
I consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Current Report of Hartford Life on Form 8-K and
to the use of my name under the heading "Legal Matters" in the Prospectus. In
giving the foregoing consents, I do not thereby admit that I come within the
category of persons, whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
In rendering the opinion expressed below, I have assumed that the Indenture
Trustee had and has the power and authority to enter into and perform its
obligations under the Indenture, and the Indenture has been duly authorized,
executed and delivered by the Indenture Trustee and is valid, legally binding
and enforceable against the Indenture Trustee in accordance with its terms. I
also have assumed that the Notes have been duly authenticated by the Indenture
Trustee in the manner provided in the Indenture.
Very truly yours,
/s/ John F. Kennedy
John F. Kennedy
Associate Counsel
Hartford Life Insurance Company