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Exhibit 5.1
[HARTFORD LIFE, INC LETTERHEAD AND LOGO]
May 15, 2001
Hartford Life, Inc.
200 Hopmeadow Street
Simsbury, CT 06089
Ladies and Gentlemen:
In connection with the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the public offering by Hartford Life, Inc., a Delaware Corporation (the
"Company"), of up to $1,000,000,000 in the aggregate of (i) senior debt
securities of the Company (the "Senior Debt Securities") to be issued pursuant
to an Indenture (the "Senior Indenture"), dated as of May 19, 1997, between the
Company and Citibank, N.A., as trustee (the "Senior Trustee"), (ii) subordinated
debt securities of the Company (the "Subordinated Debt Securities" and together
with the Senior Debt Securities, the "Debt Securities") to be issued pursuant to
a Subordinated Indenture (the "Subordinated Indenture"), dated as of June 1,
1998, between the Company and Wilmington Trust Company, as trustee (the
"Subordinated Trustee"), (iii) shares of preferred stock of the Company, par
value $.01 per Share (the "Preferred Stock"), (iv) depositary shares
representing fractional interests in the Preferred Stock (the "Depositary
Shares"), (v) warrants representing rights to purchase Debt Securities or
Preferred Stock (the "Warrants"), (vi) stock purchase contracts representing
rights to purchase Preferred Stock (the "Stock Purchase Contracts"), (vii) stock
purchase units, representing ownership of Stock Purchase Contracts, Debt
Securities, Preferred Securities (as defined below) or debt obligations of third
parties, including U.S. Treasury Securities, (the "Stock Purchase Units"), (ix)
junior subordinated deferrable interest debentures of the Company (the "Junior
Subordinated Debt Securities"), to be issued pursuant to the Subordinated
Indenture, and (x) preferred securities (the "Preferred Securities") of Hartford
Life Capital III, Hartford Life Capital IV and Hartford Life Capital V, each a
trust formed under the laws of the State of Delaware (each, a "Trust" and
collectively, the "Trusts"), guaranteed to the extent the Trust has funds as set
forth in the Registration Statement by the Company (as such may be issued from
time to time, the "Guarantee"), I have examined such corporate records,
certificates and other documents and such questions of law as I have considered
necessary for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion:
1. The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware.
2. The execution and delivery of the Senior Indenture and the Senior Debt
Securities have been duly authorized by the Company. The Senior
Indenture has been duly
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executed and delivered by the Company and the Senior Trustee and when
the Senior Debt Securities have been duly executed, authenticated,
issued, delivered and paid for as contemplated by the Registration
Statement and any prospectus supplement relating thereto and in
accordance with the Senior Indenture, assuming the terms of such Senior
Debt Securities have been duly established so as not to violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, the Senior Debt Securities will
be validly issued and will constitute valid and binding obligations of
the Company enforceable against the Company, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability relating to or affecting the
rights of creditors and to general equity principles (whether
considered in a proceeding at law or in equity).
3. The execution and delivery of the Subordinated Indenture and the
Subordinated Debt Securities have been duly authorized by the Company.
The Subordinated Indenture has been duly executed and delivered by the
Company and the Subordinated Trustee and when the Subordinated Debt
Securities have been duly executed, authenticated, issued, delivered
and paid for as contemplated by the Registration Statement and any
prospectus supplement relating thereto and in accordance with the
Subordinated Indenture, assuming the terms of such Subordinated Debt
Securities have been duly established so as not to violate any
applicable law or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, the Subordinated Debt Securities
will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability relating to or affecting the rights of creditors
and to general equity principles (whether considered in a proceeding at
law or in equity).
4. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Restated
Certificate of Incorporation, and approved by all necessary corporate
action of the Board of Directors of the Company (the "Board of
Directors") or a duly authorized committee thereof, so as not to
violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (ii) a
Certificate of Designation fixing and determining the terms of the
Preferred Stock has been filed with the Secretary of State of the State
of Delaware and (iii) the Preferred
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Stock has been duly issued and sold as contemplated by the Registration
Statement and any prospectus supplement relating thereto, against
payment of the consideration fixed therefor by the Board of Directors
or a duly authorized committee thereof, the Preferred Stock will be
duly authorized, validly issued, fully paid and nonassessable.
5. When (i) the creation of and the issuance and terms of the Warrants,
the terms of the offering thereof and related matters have been duly
approved by all necessary corporate action of the Board of Directors or
a duly authorized committee thereof so as not to violate any applicable
law or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, (ii) the warrant agreement or
agreements relating to the Warrants have been duly authorized and
validly executed and delivered by the Company and the warrant agent
appointed by the Company and (iii) the Warrants or certificates
representing the Warrants have been duly executed, authenticated,
issued and delivered as contemplated by the Registration Statement and
any prospectus supplement relating thereto, against payment of the
consideration fixed therefor by the Board of Directors or a duly
authorized committee thereof, the Warrants will be duly authorized and
validly issued.
6. When (i) the creation of and the issuance and terms of the Stock
Purchase Contracts, the terms of the offering thereof and related
matters have been duly approved by all necessary corporate action of
the Board of Directors or a duly authorized committee thereof so as not
to violate any applicable law or result in a default under or a breach
of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (ii) the
Stock Purchase Contracts have been duly authorized and validly executed
and delivered by the Company as contemplated by the Registration
Statement and any prospectus supplement relating thereto, against
payment of the consideration fixed therefor by the Board of Directors
or a duly authorized committee thereof, the Stock Purchase Contracts
will constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability relating to or
affecting the rights of creditors and to general equity principles
(whether considered in a proceeding at law or in equity).
7. When (i) the creation of and the issuance and terms of the Stock
Purchase Units, the terms of the offering thereof and related matters
have been duly approved by all necessary corporate action of the Board
of Directors or a duly authorized committee thereof so as not to
violate any applicable law or result in a default
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under or a breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company,
(ii) the deposit agreement relating to the Stock Purchase Units has
been duly authorized and validly executed and delivered by the Company
and the depositary appointed by the Company and (iii) the Stock
Purchase Units or certificates representing the Stock Purchase Units
have been duly executed, authenticated, issued and delivered as
contemplated by the Registration Statement and any prospectus
supplement relating thereto, against payment of the consideration fixed
therefor by the Board of Directors or a duly authorized committee
thereof, the Stock Purchase Units will be duly authorized and validly
issued.
8. When (i) the Guarantee has been duly authorized by the Board of
Directors or a duly authorized committee thereof so as not to violate
any applicable law or result in a default under or a breach of any
agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (ii) the
Guarantee has been validly executed and delivered by the Company, the
Guarantee will constitute a valid and legally binding obligation of the
Company enforceable against the Company in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability
relating to or affecting the rights of creditors and to general equity
principles (whether considered in a proceeding at law or in equity).
9. When (i) the terms of the issuance and sale of the Junior Subordinated
Debt Securities have been duly approved by all necessary action of the
Board of Directors or a duly authorized committee thereof so as not to
violate any applicable law or result in a default under or a breach of
any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (ii) the
Junior Subordinated Debt Securities have been duly executed,
authenticated, issued, delivered and paid for as contemplated by the
Registration Statement and any prospectus supplement relating thereto
and in accordance with the Subordinated Indenture, the Junior
Subordinated Debt Securities will be validly issued and will constitute
valid and binding obligations of the Company enforceable against the
Company, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability
relating to or affecting the rights of creditors and to general equity
principles (whether considered in a proceeding at law or in equity). I
note that, as of the date of this opinion, a judgment for money in an
action based on a debt security denominated in a foreign currency,
currency unit or composite currency in a federal or state court in the
United States ordinarily would be
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enforced in the United States only in United States dollars. The date
used to determine the rate of conversion of the foreign currency,
currency unit or composite currency in which a particular debt security
is denominated into United States dollars will depend upon various
factors, including which court renders the judgment. In the case of a
debt security denominated in a foreign currency, a state court in the
State of New York rendering a judgment or decree on such debt security
would be required under Section 27 of the New York Judiciary Law to
render such judgment or decree in the foreign currency in which the
debt security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of
entry of the judgment or decree.
The opinion expressed above is limited to the laws of the State of
Connecticut, the Delaware General Corporation Law and the Act and the laws of
the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Opinions" in the Prospectus. In giving such consent, I do not thereby admit that
I am in the category of persons whose consent is required under Section 7 of the
Act.
Sincerely,
/s/ C. Michael O'Halloran
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C. Michael O'Halloran
Vice President of Hartford Life, Inc.
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