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EXHIBIT 5.1
[THE HARTFORD LETTERHEAD AND LOGO]
May 22, 1997
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 (Registration No. 333-21865), as amended (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 senior
debt securities of the Company (the "Senior Debt Securities") to be issued
pursuant to an Indenture (the "Senior Indenture") entered into between the
Company and Citibank, N.A., as trustee (the "Senior Trustee"), subordinated debt
securities of the Company (the "Subordinated Debt Securities") to be issued
pursuant to a Subordinated Indenture (the "Subordinated Indenture") to be
entered into between the Company and the trustee thereof (the "Subordinated
Trustee"), and shares of preferred stock of the Company (the "Preferred Stock"),
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. When the Senior
Indenture has been duly executed and delivered by the Company and the Senior
Trustee and 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
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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. When the
Subordinated Indenture has been duly executed and delivered by the Company
and the Subordinated Trustee and 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, as amended, 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
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issued, fully paid and nonassessable.
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 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 federal
laws of the United States of America.
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/ Lynda Godkin
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Lynda Godkin
LG/gb