Exhibit 5.2
[LOGO]
THE HARTFORD
March 28, 2007
To: Board of Directors of Hartford Life Insurance Company
RE: Enforceability of a Funding Agreement Issued to a Certain Trust
Ladies and Gentlemen:
I am an attorney with Hartford Life Insurance Company ("Hartford Life"), a
Connecticut life insurance corporation.
I am furnishing this opinion in connection with the issuance by Hartford Life of
the funding agreement listed below (the "Contract") to the trust (the "Trust")
listed below on or about the date of this letter:
CONTRACT CONTRACTHOLDER
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Funding Agreement FA407003 Hartford Life Global Funding Trust 2007-003
The Trust was established pursuant to the Hartford Life Global Funding note
issuance program (the "Program") described in that certain registration
statement on Form S-3 (SEC File Number 333-130089, as amended, with an effective
date of March 31, 2006, (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement describes (i) the
registration and public offering of up to $4,000,000,000, in the aggregate
principal amount of notes (the "Notes") to be issued by a series of trusts and
(ii) the registration of up to $4,000,000,000, or the equivalent amount in one
or more foreign or composite currencies, aggregate principal amount of Hartford
Life's funding agreements (such as the Contract) to be sold to trusts, such as
the Trust described below in connection with the issuance and sale of the Notes.
The Trust is intended to be a trust described in the prospectus dated April 12,
2006 (including the prospectus supplement relating to Medium Term Notes, dated
April 12, 2006), and included in the Registration Statement (together, the
"Prospectus"). Once duly formed, the Trust is authorized to issue no more than a
single series of Notes and to take certain other actions necessary or
appropriate to such issuance. The proceeds from the sale of the series of Notes
are to be used by the Trust to purchase from Hartford Life a funding agreement,
such as the Contract listed above. As described in the Prospectus, the Notes
issued by the Trust are to be secured by the assignment to an indenture trustee
of the Contract and all proceeds from the Contract.
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/or direction, 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. I, or persons under my supervision or direction, have also reviewed, in
unexecuted form, the Contract.
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.
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March 28, 2007
Based upon and subject to the foregoing, I am of the opinion that, as of the
date of this letter:
(a) Hartford Life is a Connecticut domiciled insurance company duly
organized, validly existing and in good standing under the laws
of Connecticut as a corporation formed for the purposes of
conducting the business of a life insurance company. Hartford
Life has the necessary corporate authority to enter into the
Contract and to perform its respective obligations thereunder.
(b) Hartford Life has obtained licenses from the states of
Connecticut and Delaware, which authorize Hartford Life to
conduct life insurance business and to issue insurance contracts
(including the Contract) in those states. Hartford Life has all
necessary authority to execute and to issue such Contracts under
applicable Connecticut and Delaware insurance laws and
regulations and orders and interpretations of the Connecticut
Insurance Department and the Delaware Insurance Department.
(c) The issuance of the Contract has been approved by all necessary
corporate action on the part of Hartford Life; and the Contract
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.
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 and to the incorporation by reference of
this opinion and consent as exhibits to the Registration Statement filed in
accordance with Rule 462(b) under the Act. 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.
Very truly yours,
/s/ Jonathan Mercier
Jonathan Mercier
Counsel
Hartford Life Insurance Company