EXHIBIT 5.2
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SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI
CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE
(312) 853 7000 DALLAS LOS ANGELES TOKYO
(312) 853 7036 FAX FRANKFURT NEW YORK WASHINGTON, DC
FOUNDED 1866
September 8, 2006
ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive, Suite 400
West Chester, Pennsylvania 19380-1478
Re: $5,000,000,000 Secured Medium-Term Notes Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to ING USA Annuity and Life Insurance
Company, an Iowa insurance company ("ING USA"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), by ING USA, of (i) a Registration Statement on Form S-3 (File No.
333-123457) on March 18, 2005, as amended by Amendment No. 1 filed with the
Commission on April 22, 2005, Amendment No. 2 filed with the Commission on May
17, 2005, Post-Effective Amendment No. 1 filed with the Commission on June 16,
2006 and Post-Effective Amendment No. 2 filed with the Commission on September
8, 2006 (including the documents incorporated by reference therein, the
"Registration Statement"), (ii) a prospectus (including the documents
incorporated by reference therein, the "Prospectus") relating to secured
medium-term notes (the "Notes") to be issued from time to time by newly
established separate and distinct common law trusts, each of which will be
formed in a jurisdiction located in the United States specified in the
applicable pricing supplement to the Prospectus (each, a "Trust" and together,
the "Trusts"), (iii) a prospectus supplement to the Prospectus relating to the
Notes under the ING USA secured medium-term notes program to be issued from time
to time by the Trusts primarily to institutional investors (the "Institutional
Prospectus Supplement") and (iv) a prospectus supplement to the Prospectus
relating to the Notes under the ING(sm) USA CoreNotes(R) program to be issued
from time to time by the Trusts primarily to retail investors (the "Retail
Prospectus Supplement").
The Registration Statement provides for: (i) the registration of up to
$5,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of Notes to be issued by the Trusts, with each Trust
to issue Notes pursuant to an indenture (each in substantially the form filed as
an exhibit to the Registration Statement, an "Indenture") to be entered into
between such Trust and Citibank, N.A., as indenture trustee specified in the
applicable Indenture (the "Indenture Trustee") and (ii) the registration of up
to $5,000,000,000, or the equivalent amount in one or more foreign currencies,
of ING USA's funding agreements (each in substantially the form filed as an
exhibit to the Registration Statement, a "Funding Agreement") to be sold to the
Trusts in connection with the issuance and sale of the Notes.
Sidley Austin LLP is a limited liability partnership practicing in affiliation
with other Sidley Austin partnerships
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SEPTEMBER 8, 2006
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In furnishing this letter, we have reviewed: (i) the Registration
Statement, the Prospectus, the Institutional Prospectus Supplement and the
Retail Prospectus Supplement, (ii) the Standard Trust Terms (including the form
of Notes) and the Standard Indenture Terms, (each in substantially the form
filed as an exhibit to the Registration Statement, together, the "Standard
Terms"), (iii) the form of Omnibus Instrument (each in substantially the form
filed as an exhibit to the Registration Statement, an "Omnibus Instrument") that
includes the Trust Agreement and the Indenture to be executed through the
execution of the Omnibus Instrument, (iv) the form of the Funding Agreement, (v)
the form of Closing Instrument (each in substantially the form filed as an
exhibit to the Registration Statement, a "Closing Instrument"), (vi) the form of
Expense and Indemnity Agreement to be entered into between ING USA and the
Indenture Trustee (substantially in the form filed as an exhibit to the
Registration Statement) and (vii) the forms of Expense and Indemnity Agreements
dated May 25, 2005, entered into between U.S. Bank National Association as the
custodian of the Funding Agreements, GSS Holdings II, Inc. as the trust
beneficial owner of each Trust to be formed and U.S. Bank National Association
as trustee, in each case substantially in the form filed as an exhibit to the
Registration Statement.
As special counsel for ING USA, we have examined originals, or copies
of originals certified or otherwise identified to our satisfaction, of such
agreements, documents, certificates and other statements of governmental
officials and other instruments, have examined such questions of law and have
satisfied ourselves as to such matters of fact as we have considered relevant or
necessary as a basis for this letter. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity with the authentic
original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that, upon the execution,
issuance, authentication and delivery of Notes by a Trust as contemplated by the
Registration Statement, such Notes will be the valid and binding obligations of
such Trust, enforceable against such Trust in accordance with their terms.
The above opinion with regard to the enforceability of the Notes: (i)
is qualified by the effects of bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting creditors' rights generally
and general principles of equity (regardless of whether such principles are
considered in a proceeding in equity or at law) and (ii) is subject to the
further qualification that, to the extent that the relevant Notes are
denominated in a currency other than United States Dollars, a claim thereunder
(or foreign currency judgment in respect to such claim) would be converted into
United States Dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law.
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York and the laws of the State of Illinois, as
currently in effect. This letter is rendered as of the date hereof based upon
the facts and law in existence on the date hereof. We assume no obligation to
update or supplement this letter to reflect any circumstances which may
hereafter
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come to our attention with respect to the opinion and statements set forth
above, including any changes in applicable law which may hereafter occur.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus forming a part thereof and to the incorporation by
reference of this letter as an exhibit to any Registration Statement filed in
accordance with Rule 462(b) under the Securities Act relating to the Notes. 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 Securities Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Sidley Austin LLP