EXHIBIT 8
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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
Re: $5,000,000,000 Secured 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 "Act"), by ING
USA of 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"),
including 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
special purpose common law trusts, each of which will be formed in a
jurisdiction located in the United States specified in the applicable pricing
supplement (each, a "Trust" and together, the "Trusts"), 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 (the "Institutional
Prospectus Supplement" and, together with the Prospectus, the "Institutional
Prospectus") and a prospectus supplement to the Prospectus, relating to the
Notes under the INGsm USA CoreNotes(R) program to be issued from time to time by
the Trusts (the "Retail Prospectus Supplement" and, together with the
Prospectus, the "Retail Prospectus").
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, an "Indenture") to be entered
into between such Trust and Citibank, N.A., as indenture trustee, substantially
in the form filed as an exhibit to the Registration Statement, 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, a "Funding
Agreement") to be sold to the Trusts in connection
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ING USA Annuity and Life Insurance Company
September 8, 2006
Page 2
with the issuance and sale of the Notes, substantially in the form filed as an
exhibit to the Registration Statement.
In furnishing this opinion, we have reviewed and participated in the
preparation of: (i) the Registration Statement, the Institutional Prospectus and
the Retail Prospectus, (ii) the standard trust terms dated September 8, 2006
(the "Standard Trust Terms"), substantially in the form filed as an exhibit to
the Registration Statement, (iii) the standard indenture terms dated September
8, 2006 (the "Standard Indenture Terms"), substantially in the form filed as an
exhibit to the Registration Statement, (iv) the form of Omnibus Instrument
(each, an "Omnibus Instrument") that includes the form of trust agreement, which
will adopt and incorporate the Standard Trust Terms, that will be entered into
between U.S. Bank National Association, as trustee, and GSS Holdings II, Inc.,
as trust beneficial owner, and the form of Indenture, which will adopt and
incorporate the Standard Indenture Terms, to be executed in connection with the
creation of each Trust and the issuance by such Trust of its Notes,
substantially in the form filed as an exhibit to the Registration Statement, (v)
the form of the Funding Agreement, substantially in the form filed as an exhibit
to the Registration Statement, (vi) the Distribution Agreement, substantially in
the form filed as an exhibit to the Registration Statement, that will be entered
into by and among ING USA and the agents named therein, and to be acknowledged
and agreed to by each relevant Trust pursuant to a Terms Agreement (each, a
"Terms Agreement") to be executed by such Trust through the execution of the
Omnibus Instrument and (vii) such other records, documents, certificates or
other instruments as in our judgment were necessary or appropriate to enable us
to render the opinions expressed below. 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 original
documents of any copies submitted to us for our examination. We have also
assumed that the transactions described in the Registration Statement are
performed in the manner described therein.
Based on the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, the discussion set forth in each of the
Institutional Prospectus Supplement and the Retail Prospectus Supplement under
the heading "Material United States Federal Income Tax Considerations," to the
extent describing matters of United States federal income tax law or legal
conclusions with respect thereto, is our opinion.
In rendering the opinion set forth above, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings and
other administrative interpretations of the Internal Revenue Service and such
other authorities as we have considered relevant. It should be noted that the
Code, the Regulations and such judicial authorities, rulings, and administrative
interpretations and other authorities are subject to change at any time and, in
some circumstances, with retroactive effect; and any such change could affect
the opinion stated herein.
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ING USA Annuity and Life Insurance Company
September 8, 2006
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This opinion letter speaks as of the date hereof and we assume no
obligation to update or supplement this letter to reflect any facts or
circumstances which may hereafter come to our attention with respect to the
opinions and statements set forth above, including any changes in applicable law
which may hereafter occur.
We hereby consent to the filing of this opinion 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 opinion and consent as exhibits to any Registration Statement
filed in accordance with Rule 462(b) under the 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 Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Sidley Austin LLP