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EXHIBIT 5.1
[HARTFORD LIFE, INC. LETTERHEAD AND LOGO]
June 12, 1998
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. 333-56283) and a Post-Effective Amendment to the
registration Statement Form S-3 (Registration No. 333-21865), as amended
(together, 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") to be entered into between the Company
and Wilmington Trust Company (the "Subordinated Trustee"), (iii) shares of
preferred stock of the Company, par value $.01 per Share (the "Preferred
Stock"), (iv) shares of Class A Common Stock of the Company, par value $.01 per
share (the "Class A Common Stock"), (v) depositary shares representing
fractional interests in the Preferred Stock (the "Depositary Shares"), (vi)
warrants representing rights to purchase Debt Securities, Preferred Stock or
Class A Common Stock (the "Warrants"), (vii) stock purchase contracts
representing rights to purchase Preferred Stock or Class A Common Stock (the
"Stock Purchase Contracts"), (viii) 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 I, Hartford Life Capital II,
Hartford Life Capital III, 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
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June 12, 1998
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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 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.
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
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June 12, 1998
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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 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.
5. When (i) the terms of the issuance and sale of the Class A 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) the
shares of Class A Common Stock have been duly executed, 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 Class A Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.
6. 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
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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.
7. 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 be duly authorized and validly issued.
8. 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
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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.
9. 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).
10. 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, (ii) the
Subordinated Indenture has been duly executed and delivered by the
Company and the Subordinated Trustee and (iii) 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 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
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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 and the Act.
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
Vice President and General Counsel of
Hartford Life, Inc.