EXHIBIT 2
                                        
                                                  [LOGO]
                                                 Hartford Life



February 12, 1999                                 LYNDA GODKIN
                                                  SENIOR VICE PRESIDENT,
                                                  GENERAL COUNSEL & 
                                                  CORPORATE SECRETARY
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street 
Simsbury, CT  06089

RE:       SEPARATE ACCOUNT FIVE
          HARTFORD LIFE INSURANCE COMPANY
          File No. 333-52645

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life Insurance Company (the 
"Company"), a Connecticut insurance company, and Hartford Life Insurance 
Company Separate Account Five (the "Account") in connection with the 
registration of an indefinite amount of securities in the form of modified 
single premium variable life insurance policies (the "Policies") with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended.  I have examined such documents (including the Form S-6 Registration 
Statement) and reviewed such questions of law as I considered necessary and 
appropriate, and on the basis of such examination and review, it is my 
opinion that:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance company under the laws of the State of Connecticut and is
     duly authorized by the Insurance Department of the State of Connecticut to
     issue the Policies.
     
2.   The Account is a duly authorized and validly existing separate account
     established pursuant to the provisions of Section 38a-433 of the
     Connecticut Statutes.
     
3.   To the extent so provided under the Policies, that portion of the assets
     of the Account equal to the reserves and other contract liabilities with
     respect to the Account will not be chargeable with liabilities arising out
     of any other business that the Company may conduct.
     
4.   The Policies, when issued as contemplated by the Form S-6 Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form S-6 
Registration Statement for the Policies and the Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin