EXHIBIT 8
DEBEVOISE & PLIMPTON
875 Third Avenue
New York, New York 10022
October 30, 1996
ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Hartford Capital II
c/o ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
ITT Hartford Group, Inc.
Hartford Capital II
Hartford Capital III
Hartford Capital IV
Registration Statement on Form S-3
Post-Effective Amendment No. 1 to
Form S-3 Registration Statement
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Ladies and Gentlemen:
We have acted as special counsel to ITT Hartford Group, Inc., a
Delaware corporation ("ITT Hartford"), and Hartford Capital II, Hartford Capital
III and Hartford Capital IV, each a statutory business trust organized under the
laws of Delaware (each, a "Hartford Capital Trust"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"), of
a Registration Statement and Post-Effective Amendment No. 1 to Registration
Statement No. 33-98014 on Form S-3 (Registration No. 333-12617) filed on
September 25, 1996 under the 1933 Act, as amended (the "Registration State
ment"), relating to the public offering of up to $1,250,000,000 in the aggregate
of (i) debt securities of ITT Hartford (ii) preferred stock of ITT Hartford,
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(iii) common stock of ITT Hartford, (iv) depositary shares of ITT Hartford, (v)
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warrants of ITT Hartford, (vi) stock purchase units of ITT Hartford, (vii)
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junior subordinated deferrable interest debentures of ITT Hartford and (viii)
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preferred securities representing preferred undivided beneficial interests in
the respective Hartford Capital Trusts. The proceeds of the offering of
preferred securities by a Hartford Capital Trust (together with proceeds from
the issuance of common interests in such Hartford Capital Trust) may be loaned
by such Hartford Capital Trust to ITT Hartford and such loan may be evidenced by
junior subordinated debentures of ITT Hartford, to be issued pursuant to a
Junior Subordinated Indenture entered into between ITT Hartford and Wilmington
Trust Company, as trustee. In addition, certain payment obligations of a
Hartford Capital Trust with respect to the preferred securities will be
guaranteed by a subordinated guarantee of ITT Hartford to the extent set forth
in such guarantee.
In so acting, we have reviewed the Certificate of Trust of Hartford
Capital II and the Trust Agreement of Hartford Capital II, each dated as of
October 25, 1995.
In connection with the issuance pursuant to the Registration Statement
of the preferred securities of Hartford Capital II (the "Preferred Securities"),
you have requested that we render the opinion set forth below. In rendering such
opinion, we have examined and relied upon the representations and warranties as
to factual matters made in or pursuant to the documents referred to above and
upon the originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents, certificates or other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have not, however, undertaken any independent investigation
of any factual matter set forth in any of the foregoing. We have also assumed
the due execution and delivery of the Amended and Restated Trust Agreement of
Hartford Capital II in the form of Exhibit 4.12 to the Registration Statement
(the "Amended Trust Agreement"), that the Amended Trust Agreement is valid and
enforceable in accordance with its terms and that Hartford Capital II will
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at all times comply with the Delaware Business Trust Act and the terms of the
Amended Trust Agreement.
Subject to the foregoing and the qualifications and limitations set
forth herein, (i) it is our opinion that Hartford Capital II will be classified
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as a grantor trust and not as an association taxable as a corporation for
federal income tax purposes and (ii) the statements set forth in the Prospectus
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Supplement dated October 25, 1996, relating to the issuance of the Preferred
Securities under the caption "Certain Federal Income Tax Considerations", to the
extent that such statements relate to matters of law or legal conclusion,
constitute the opinion of Debevoise & Plimpton.
This opinion is based on the relevant law in effect (or, in the case
of Proposed Treasury Regulations, proposed) and the relevant facts that exist as
of the date hereof. No assurance can be given that the law or facts will not
change, and we have not undertaken to advise you or any other person with
respect to any event subsequent to the date hereof. This opinion is addressed
solely to you and no other person may rely on it, provided that we hereby
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consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Certain Federal Income
Tax Considerations" and "Legal Opinions" in the Prospectus Supplement. In giving
such consent, we do not thereby concede that we are within the category of
persons whose consent is required under Section 7 of the 1933 Act or the Rules
and Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
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