Exhibit 5.01
[LETTERHEAD OF DEBEVOISE & PLIMPTON]
April 10, 2003
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, CT 06115
The Hartford Financial Services Group, Inc.
Registration Statement on Form S-3
(File No. 333-103915)
Ladies and Gentlemen:
We have acted as special counsel to The Hartford Financial Services Group,
Inc. (the "Company") 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 Company of up to $2,586,562,704 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 JP Morgan Chase Bank (formerly "The Chase
Manhattan Bank"), as trustee (the "Senior Trustee"), as amended by Supplemental
Indenture No.1, dated as of December 27, 2000, between the Company and the
Senior Trustee, and as amended by Supplemental Indenture No. 2, dated as of
September 13, 2002, between the Company and 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 (the "Junior Subordinated
Indenture"), dated as of October 30, 1996, between the Company and Wilmington
Trust Company, as trustee (the "Debenture Trustee"), as amended by a
Supplemental Indenture, dated as of October 26, 2001, between the Company and
the Debenture Trustee, (iv) shares of preferred stock of the Company, par value
$.01 per Share (the "Preferred Stock"), (v) shares of Common Stock of the
Company, par value $.01 per share (the "Common Stock"), (vi) depositary shares
representing fractional interests in Debt Securities or Preferred Stock (the
"Depositary Shares"), (vii) warrants representing rights to purchase Debt
Securities, Preferred Stock or Common Stock (the "Warrants") pursuant to one or
more warrant agreements ("Warrant Agreements"), (viii) stock purchase contracts
representing rights to purchase Preferred Stock, Common Stock or other property
(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, a "Guarantee" and, together with the Debt Securities,
the Junior Subordinated Debt Securities, the Preferred Stock, the Depositary
Shares, the Common Stock, the Depositary Shares, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units and the Preferred Securities, the
"Securities"), as well as up to an additional $517,312,540 aggregate amount of
such Securities that may be registered in accordance with Rule 462(b) under the
Act.
In so acting, we have examined such corporate records, certificates and
other documents and such questions of law as we have considered necessary for
the purposes of this opinion.
Upon the basis of such examination, we are of the following opinion:
1. 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 that (a)
the Senior Indenture has been duly executed and delivered by the Senior
Trustee and (b) the terms of such Senior Debt Securities have been duly
established in accordance with the Senior Indenture and so as not to
violate any applicable law, rule or regulation 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, when the
Senior Debt Securities have been duly executed, authenticated, issued and
delivered as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with the Senior Indenture
and any underwriting agreement, Warrants or Warrant Agreements relating to
such issuance, against payment of the consideration fixed therefor by the
Board of Directors of the Company (the "Board of Directors") or a duly
authorized committee thereof, 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.
2. The execution and delivery of the Subordinated Indenture and the
Subordinated Debt Securities have been duly authorized by the Company.
Assuming the terms of such Subordinated Debt Securities have been duly
established in accordance with the Subordinated Indenture and so as not to
violate any applicable law, rule or regulation 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, 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 and delivered as
contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with the Subordinated
Indenture and any underwriting agreement, Warrants or Warrant Agreements
relating to such issuance, against payment of the consideration fixed
therefor by the Board of Directors of the Company or a duly authorized
Committee thereof, 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.
3. The execution and delivery of the Junior Subordinated Indenture and the
Junior Subordinated Debt Securities have been duly authorized by the
Company. The Junior Subordinated Indenture has been duly executed and
delivered by the Company and, assuming that (a) the Junior Subordinated
Indenture has been duly executed and delivered by the Debenture Trustee
and (b) the terms of such Junior Subordinated Debt Securities have been
duly established in accordance with the Junior Subordinated Indenture so
as not to violate any applicable law, rule or regulation 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, when
the Junior Subordinated Debt Securities have been duly executed,
authenticated, issued and delivered as contemplated by the Registration
Statement and any prospectus supplement relating thereto and in accordance
with the Junior Subordinated Indenture and any underwriting agreement
relating to such issuance, against payment of the consideration fixed
therefor by the Board of Directors or a duly authorized committee thereof,
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.
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 Amended and
Restated Certificate of Incorporation, and authorized and approved by all
necessary action of the Board of Directors or a duly authorized committee
thereof, so as not to violate any applicable law, rule or regulation 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) certificates for the shares of the
Preferred Stock have been duly executed, authenticated, issued and
delivered as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with any underwriting
agreement, Warrants or Warrant Agreements or Stock Purchase Contracts
relating to such issuance, 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 terms of the Depositary Shares and of their issuance and sale
have been duly authorized and approved by all necessary action of the
Board of
Directors or a duly authorized committee thereof, so as not to violate any
applicable law, rule or regulation or result in a default under or breach
of any agreement or instrument binding upon the Company, and so as to
comply with any applicable requirement or restriction imposed by any court
or governmental authority having jurisdiction over the Company, (ii) the
Depositary Agreement or Agreements relating to the Depositary Shares and
the depositary receipts evidencing the Depositary Shares (the "Depositary
Receipts") have been duly authorized, executed, authenticated, if
required, and delivered by the Company and such depositary as shall have
been duly appointed by the Company (the "Depositary"), (iii) (a) the Debt
Securities relating to the Depositary Shares have been duly authorized,
executed, authenticated, issued and delivered as contemplated in paragraph
1 or 2 above, as the case may be, or (b) the shares of Preferred Stock
relating to the Depositary Shares have been duly authorized and validly
issued and are fully paid and non-assessable as contemplated in paragraph
4 above and, in the case of either (a) or (b), have been deposited with
the Depositary under the applicable deposit agreement (the "Deposit
Agreement"), and (iv) the Depositary Receipts have been duly executed,
countersigned, registered and delivered against the deposit of the shares
of Debt Securities or the Preferred Stock, as the case may be, relating to
the Depositary Shares, as contemplated by the Registration Statement and
any prospectus supplement related thereto, and in accordance with the
terms of the Deposit Agreement and any underwriting agreement relating to
such issuance, against payment of the consideration fixed therefor by the
Board of Directors or a duly authorized committee thereof, the Depositary
Receipts will be validly issued and will entitle the holders thereof to
the rights specified therein and in the Deposit Agreement.
6. When (i) the terms of the issuance and sale of the Common Stock have been
duly authorized and approved by all necessary action of the Board of
Directors or a duly authorized committee thereof so as not to violate any
applicable law, rule or regulation 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, and in
accordance with any underwriting agreement, Warrants or Warrant Agreements
or Stock Purchase Contracts relating to such issuance, 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 authorized and approved by all
necessary action of the Board of Directors or a duly authorized committee
thereof so as not to violate any applicable law, rule or regulation 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, and in accordance with the terms of any underwriting
agreement relating to such issuance, against payment of the consideration
fixed therefor by the Board of Directors or a duly authorized committee
thereof, the Warrants will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance
with their terms.
8. When (i) the terms of the Stock Purchase Contracts, the terms of the
offering thereof and related matters have been duly authorized and
approved by all necessary action of the Board of Directors or a duly
authorized committee thereof so as not to violate any applicable law, rule
or regulation 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
or certificates representing Stock Purchase Contracts have been duly
executed, authenticated, if required, issued and delivered as contemplated
by the Registration Statement and any prospectus supplement relating
thereto, and in accordance with any underwriting agreement related to such
issuance, 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.
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 authorized and approved by all necessary action of the Board of
Directors or a duly authorized committee thereof so as not to violate any
applicable law, rule or regulation 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, if required, issued and delivered as contemplated
by the Registration Statement and any prospectus supplement relating
thereto, and in accordance with any underwriting agreement relating to
such issuance, 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) a Guarantee has been duly authorized and approved by the Board of
Directors or a duly authorized committee thereof and (ii) such Guarantee
has been validly executed and delivered by the Company, such Guarantee
will constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms.
11. If the Debt Securities are exchangeable or convertible into Common Stock,
when (i) the terms of the issuance of the Common Stock have been duly
authorized and approved by all necessary action of the Board of Directors
or a duly authorized committee thereof, and (ii) the shares of Common
Stock have been issued in exchange for or upon conversion of such Debt
Securities as contemplated by the Registration Statement and any
prospectus supplement relating thereto, in accordance with the terms of
the Debt Securities and the applicable Senior Indenture or Subordinated
Indenture, as the case may be, so as not to violate any applicable law,
rule or regulation or result in a default under or a violation of any
agreement or instrument binding upon the Company, and so as to comply with
any applicable requirement or restriction imposed by any court or
governmental authority having jurisdiction over the Company, the shares of
Common Stock so issued will be validly issued, fully paid and
non-assessable.
The opinions set forth above are subject to the following additional
qualifications:
(a) Our opinions in paragraphs 1, 2, 3, 7, 8 and 10 above are subject to
the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditors' rights or remedies generally, (ii) general
principles of equity, whether such principles are considered in a proceeding of
law or in equity, and (iii) an implied covenant of good faith, reasonableness
and fair dealing, and standards of materiality.
(b) With respect to the opinions set forth in paragraphs 1 through 11, we
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.
(c) The opinions expressed in paragraphs 1 through 11 above are limited to
the laws of the State of New York and the General Corporation Law of the State
of Delaware, including the applicable provisions of the Delaware Constitution
and the reported cases interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Opinions" in the Prospectus forming a part thereof and to the incorporation by
reference of this opinion and consent as exhibits to any registration statement
filed in accordance with Rule 462(b) under the Act relating to the Securities.
In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Debevoise & Plimpton