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Exhibit 8
SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI
CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE
(312) 853 7000 DALLAS LOS ANGELES TOKYO
(312) 853 7036 FAX FRANKFURT NEW YORK WASHINGTON, DC
FOUNDED 1866
January 19, 2007
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: Hartford Life Global Funding Trust 2007-001 Secured 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 2007-001 (the "Trust") of $250,000,000
aggregate principal amount of the Trust's Floating Rate Secured Medium-Term
Notes due 2012 (the "Notes") related to funding agreement No. FA-407001 (the
"Funding Agreement") executed by Hartford Life Insurance Company, a Connecticut
life insurance company ("Hartford Life"). The Trust was formed on January 11,
2007 (the "Formation Date") and the Notes will be issued on January 19, 2007
(the "Issuance Date").
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.
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, the Institutional Prospectus Supplement and the
pricing supplement related to the
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Hartford Life Insurance Company
January 19, 2007
Page 2
Notes, dated as of January 12, 2007, (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 The Bank of
New York Trust Company, N.A. (successor to 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,
J.P. Morgan Securities Inc., Lehman Brothers Inc. 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," 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 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.
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Hartford Life Insurance Company
January 19, 2007
Page 3
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