Exhibit 5.03
[Letterhead of Richards, Layton & Finger, P.A.]
August 18, 2003
Hartford Capital V
c/o The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Re: Hartford Capital V
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Hartford Financial
Services Group, Inc., a Delaware corporation formerly named ITT Hartford Group,
Inc. (the "Company"), and Hartford Capital V, a Delaware statutory trust (the
"Trust"), in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated
November 9, 2000 (the "Certificate"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State")
on November 9, 2000;
(b) The Trust Agreement of the Trust, dated as of
November 7, 2000, between the Company and the trustee of the Trust
named therein;
(c) A form of Amended and Restated Trust Agreement of
Trust of the Trust (including Exhibits A, C and E thereto) (the "Trust
Agreement"), to be entered into among the Company, as depositor, the
trustees of the Trust named therein, and the holders, from time to
time, of undivided beneficial interests in the assets of the Trust,
incorporated by reference as an exhibit to the Registration Statement
(as defined below);
(d) The Registration Statement on Form S-3, including a
preliminary prospectus (the "Prospectus"), relating to the preferred
securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as filed by the Company, the
Trust and others as
Hartford Capital V
August 18, 2003
Page 3
set forth therein with the Securities and Exchange Commission on or
about August 15, 2003 (the "Registration Statement"); and
(e) A Certificate of Good Standing for the Trust, dated
August 14, 2003, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, that each of
the parties to the documents examined by us has been duly created, organized or
formed, as the case may be, and is validly existing in good standing under the
laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi)
the receipt by each Person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and as described
in the Registration Statement, and (vii) that the Preferred Securities are
issued and sold to the Preferred Security Holders in accordance with the Trust
Agreement and as described in the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.
Hartford Capital V
August 18, 2003
Page 3
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly
existing in good standing as a statutory trust under the Delaware
Statutory Trust Act.
2. The Preferred Securities represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the
Trust.
3. The Preferred Security Holders, as beneficial owners
of the Trust, are entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note
that the Preferred Security Holders may be obligated to make payments
as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement 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 Securities
Act of 1933, as amended, relating to the Preferred Securities. In addition, we
hereby consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
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. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/RSM