EXHIBIT 5.1
[LOGO]
THE HARTFORD
February 6, 2007
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 Note listed below (the "Note") on or about the date of this letter:
CUSIP SERIES NOTE
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4165X2AE6 407316 Equity Linked Medium-Term note due February 6, 2013
The Note is 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 Note is further described in the prospectus included in the
Registration Statement (the "Prospectus"), in the product supplement filed
on December 6, 2006, ("Product Supplement No. SP-1") and in the pricing
supplement pertaining to the issuance of the Note 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 opinion set forth herein.
In furnishing this letter, I have also reviewed: (i) The Registration Statement,
the Prospectus, the Product Supplement, the term sheet and the pricing
supplement related to the Note, (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 Note
listed above and dated as of the date of this letter, and (v) the terms
agreement dated as of February 1, 2007, between Hartford Life and the agents
named therein.
Hartford Life Insurance Company
February 6, 2007
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 Note listed above constitutes the legal, valid and
binding obligation of Hartford Life, enforceable in accordance with its 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 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 this opinion, 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
Note has 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