EXHIBIT 5.01
September 25, 1996
ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Dear Sirs:
In connection with the filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 and Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 33-98014), as amended
(collectively, the "Registration Statement"), relating to the public offering by
ITT Hartford Group, Inc., a Delaware corporation (the "Company"), of up to
$1,750,000,000 aggregate amount of (i) debt securities of the Company (the "Debt
Securities") to be issued pursuant to either the Senior Indenture (the "Senior
Indenture," and Debt Securities issued thereunder and pursuant to the
Registration Statement being referred to herein as "the Senior Debt
Securities"), dated as of October 20, 1995, between the Company and The Chase
Manhattan Bank (National Association), as trustee (the "Senior Trustee") or the
Subordinated Indenture (the "Subordinated Indenture," and Debt Securities issued
thereunder and pursuant to the Registration Statement being referred to herein
as the "Subordinated Debt Securities") to be entered into between the Company
and the Trustee thereunder (the "Subordinated Trustee"), (ii) shares of
preferred stock of the Company, par value $.01 per share (the "Preferred
Stock"), (iii) shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), (iv) warrants of the Company to purchase Debt Securities,
Preferred Stock or Common Stock (the "Warrants"), (v) stock purchase contracts
of the Company to purchase Preferred Stock or Common Stock (the "Stock Purchase
Contracts"), (vi) stock purchase units of the Company, each representing
ownership of a Stock Purchase Contract and Debt Securities or debt obligations
of third parties, including U.S. Treasury securities, securing the holder's
obligation to purchase the Preferred Stock or Common Stock (the "Stock Purchase
Units"), (vii) preferred securities (the "Preferred Securities") of Hartford
Capital II, Hartford Capital III or Hartford Capital IV, each a trust formed
under the laws of the State of Delaware (each, an "Issuer" and collectively, the
Issuers"), guaranteed to the extent the Issuer has funds as set forth in the
Registration Statement by
ITT Hartford Group, Inc.
September 25, 1996
Page 2
the Company (as such may be issued from time to time, the "Guarantee") and
(viii) Junior Subordinated Deferrable Interest Debentures of the Company (the
"Junior Subordinated Debentures" and, together with the Debt Securities, the
Preferred Stock, the Common Stock, the Warrants, the Stock Purchase Contracts,
the Stock Purchase Units, the Preferred Securities and the Guarantee, the
"Securities"), to be issued pursuant to a Junior Subordinated Indenture (the
"Junior Subordinated Indenture") to be entered into between the Company and
Wilmington Trust Company, as Trustee (the "Junior Subordinated Trustee"). I, or
lawyers on the Company's legal staff working under my supervision, 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, 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 such 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, 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,
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).
ITT Hartford Group, Inc.
September 25, 1996
Page 3
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 such 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, against payment of the consideration fixed
therefor by the Board of Directors or a duly authorized committee
thereof, 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 Amended
and Restated Certificate of Incorporation and 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 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
shares of Preferred 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
ITT Hartford Group, Inc.
September 25, 1996
Page 4
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 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 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.
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 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
ITT Hartford Group, Inc.
September 25, 1996
Page 5
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 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. The Guarantee has been duly authorized by the Company and when
executed and delivered by the Company 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
ITT Hartford Group, Inc.
September 25, 1996
Page 6
general equity principles (whether considered in a proceeding at law
or in equity).
10. The execution and delivery of the Junior Subordinated Indenture and
the Junior Subordinated Debentures have been duly authorized by the
Company. When the Junior Subordinated Indenture has been duly executed
and delivered by the Company and the Junior Subordinated Trustee and
the Junior Subordinated Debentures 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 Debentures 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 Debentures 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 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 judgment on such debt
security would be required under Section 27 of the New York Judiciary Law to
render such judgment 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.
ITT Hartford Group, Inc.
September 25, 1996
Page 7
I am a member of the bar of the State of Connecticut and do not express any
opinion herein as to matters governed by any law other than 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
Registration Statement. 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.
This opinion is rendered to you in connection with the above-described
transactions. This opinion may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other person, firm or corporation
without my prior written consent.
Very truly yours,
/s/ Michael S. Wilder
Michael S. Wilder
Senior Vice President and General Counsel
of ITT Hartford Group, Inc.