Exhibit 5.01
[THE HARTFORD FINANCIAL SERVICES GROUP, INC.
LETTERHEAD AND LOGO]
May 21, 2002
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, CT 06115
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
The Hartford Financial Services Group, Inc., a Delaware Corporation (the
"Company"), of up to $2,585,566,579 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 October 20, 1995, between
the Company and The Chase Manhattan Bank, 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")
to be entered into between the Company and a trustee to be named in the
prospectus supplement pertaining to the offering of Subordinated Debt Securities
(the "Subordinated Trustee"), (iii) junior subordinated deferrable interest
debentures of the Company (the "Junior Subordinated Debt Securities"), to be
issued pursuant to a Junior Subordinated Indenture, dated as of October 30,
1996, between the Company and Wilmington Trust Company, as trustee (the
"Debenture Trustee"), (iv) shares of preferred stock of the Company, par value
$.01 per Share (the "Preferred Stock"), (v) shares of Class A Common Stock of
the Company, par value $.01 per share (the "Common Stock"), (vi) depositary
shares representing fractional interests in the Preferred Stock (the "Depositary
Shares"), (vii) warrants representing rights to purchase Debt Securities,
Preferred Stock or Common Stock (the "Warrants"), (viii) stock purchase
contracts representing rights to purchase Preferred Stock or Common Stock (the
"Stock Purchase Contracts"), (ix) stock purchase units, representing ownership
of Stock Purchase Contracts and Debt Securities, Preferred Securities (as
defined below) or debt obligations of third parties, including U.S. Treasury
Securities (the "Stock Purchase Units"), and (x) preferred securities (the
"Preferred Securities") of Hartford Capital IV, Hartford Capital V and Hartford
Capital VI, 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"), as well as up to an additional
$517,113,315 aggregate amount of such securities that may be registered in
accordance with Rule 462(b) under the Act, 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 executed and delivered by the Company and,
assuming the Senior Indenture has been duly executed and delivered by
the Senior Trustee, 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 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).
3. The execution and delivery of the Subordinated Indenture and the
Subordinated Debt Securities have been duly authorized by the Company.
When 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. The execution and delivery of the Junior Subordinated Indenture and the
Junior Subordinated Debt Securities have been duly authorized by the
Company. The Junior Indenture has been duly executed and delivered by
the Company and, assuming the Junior Indenture has been duly executed
and delivered by the Debenture Trustee, when 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 Junior Subordinated Indenture, assuming the
terms of such Junior 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 Junior 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).
5. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Amended and
Restated Certificate of Incorporation, as amended, 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 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
therefore by the Board of Directors or a duly authorized committee
thereof, the Preferred Stock will be duly authorized, validly issued,
fully paid and nonassessable.
6. When (i) the terms of the issuance and sale of the Common Stock 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) certificates for the
shares of Common Stock 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 Common Stock will be duly authorized,
validly issued, fully paid and nonassessable.
7. When (i) 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.
8. When (i) the 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 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 valid and legally 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).
9. 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 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.
10. When (i) the Guarantee has been duly authorized by the Board of
Directors or a duly authorized committee thereof 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).
The opinions set forth in paragraphs 1 though 10 are subject to the
following additional qualifications:
(a) I express no opinion as to (1) any waiver of inconvenient forum set
forth in any agreement or (2) any provision relating to judgments in
currencies other than United States dollars. I express no opinion
concerning whether a United States Federal court would accept
jurisdiction in any dispute, action, suit or proceeding arising out of
or relating to any agreement or the transactions contemplated thereby.
(b) The opinions expressed in paragraphs 1 through 10 above are limited
to the Federal laws of the United States, the laws of the State of
Connecticut and the Act, as currently in effect. In particular (and
without limiting the generality of the foregoing) I express no opinion
(1) as to the laws of any country (other than the Federal laws of the
United States of America) or as to the effect of such laws (whether
limiting, prohibitive or otherwise) on any of the rights or obligations
of any party to or beneficiary of any agreements or (2) concerning the
effect (if any) of any law of any jurisdiction (except the State of
Connecticut) in which any holder of any securities issued by the
Company or the Trusts is located that limits the rate of interest that
such holder may charge or collect. In addition (and without limiting
the generality of the foregoing), my opinions are subject to the
effects of, and I express no opinion with respect to the application of
or compliance with, state securities or "blue sky" laws, statutes,
rules or regulations.
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/ Katherine Vines Trumbull
Vice President and Corporate Secretary of
The Hartford Financial Services Group, Inc.