Exhibit 8
SIDLEY AUSTIN LLP |BEIJING LOS ANGELES
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|FOUNDED 1866
January 16, 2008
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06089
Re: HARTFORD LIFE GLOBAL FUNDING TRUST 2008-001 SECURED MEDIUM-TERM NOTES
Ladies and Gentlemen:
This opinion letter is delivered to you in connection with the issuance
by Hartford Life Global Funding Trust 2008-001 (the "Trust") of $300,000,000
aggregate principal amount of the Trust's Extendible Floating Rate Secured
Medium-Term Notes with an Initial Stated Maturity Date of January 15, 2009 and a
Final Stated Maturity Date of January 13, 2012 (the "Notes") related to funding
agreement No. FA-408001 (the "Funding Agreement") executed by Hartford Life
Insurance Company, a Connecticut life insurance company ("Hartford Life"). The
Trust was formed on January 9, 2008 (the "Formation Date") and the Notes will be
issued on January 16, 2008 (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.
Sidley Austin LLP is a limited liability partnership practicing in
affiliation with other Sidley Austin partnerships
SIDLEY AUSTIN LLP
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SIDLEY |
Hartford Life Insurance Company
January 16, 2008
Page 2
In furnishing this opinion, we have reviewed: (i) the Registration
Statement, the Prospectus, the Institutional Prospectus Supplement and the
pricing supplement related to the Notes, dated January 9, 2008, (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., 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, Deutsche
Bank Securities Inc., J.P. Morgan Securities 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," as supplemented by the discussion set forth in the pricing
supplement related to the Notes, 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
SIDLEY AUSTIN LLP
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SIDLEY |
Hartford Life Insurance Company
January 16, 2008
Page 3
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