-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GAUtKnJyw9c4qelfbJUu45kgTir4SoJhe6tLQ4a3Kfa4IM23fdXb/HyhYlYAH+EW pznVY0kjttG37E1tyI79YA== 0000930413-06-008821.txt : 20061222 0000930413-06-008821.hdr.sgml : 20061222 20061222131757 ACCESSION NUMBER: 0000930413-06-008821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD LIFE INSURANCE CO CENTRAL INDEX KEY: 0000045947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 060941488 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32293 FILM NUMBER: 061296156 BUSINESS ADDRESS: STREET 1: 200 HOPMEADOW ST STREET 2: P O BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 BUSINESS PHONE: 8608435445 MAIL ADDRESS: STREET 1: 200 HOPMEADOW STREET STREET 2: BOX 2999 CITY: SIMSBURY STATE: CT ZIP: 06089 8-K 1 c45855_8k.txt ================================================================================ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): DECEMBER 22, 2006 HARTFORD LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) CONNECTICUT 001-32293 06-0974148 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 200 HOPMEADOW STREET SIMSBURY, CONNECTICUT 06089 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 547-5000 -------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ================================================================================ - -------------------------------------------------------------------------------- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following documents are filed with reference to and are hereby incorporated by reference as exhibits to the Registration Statement on Form S-3 (File No. 333-137215) which became automatically effective on September 8, 2006 and Product Supplement SP-1 (File No. 333-137215) which became automatically effective on December 6, 2006 (collectively, the "Registration Statement"). (c) Exhibits EXHIBIT NUMBER DESCRIPTION ------ ----------- Exhibit 5.1 Opinion of Counsel of Hartford Life Insurance Company. Exhibit 8.1 Opinion of Debevoise & Plimpton LLP. Consent 23.1 Consent of Counsel of Hartford Life Insurance Company (included in Exhibit 5.1). Consent 23.2 Consent of Debevoise & Plimpton LLP (included in Exhibit 8.1). SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. HARTFORD LIFE INSURANCE COMPANY (REGISTRANT) DATE: DECEMBER 22, 2006 BY: /s/ JEFFREY L. JOHNSON ------------------------------- Name: Jeffrey L. Johnson Title: Assistant Vice President - -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- Exhibit 5.1 Opinion of Counsel of Hartford Life Insurance Company. Exhibit 8.1 Opinion of Debevoise & Plimpton LLP. Consent 23.1 Consent of Counsel of Hartford Life Insurance Company (included in Exhibit 5.1). Consent 23.2 Consent of Debevoise & Plimpton LLP (included in Exhibit 8.1). EX-5.1 2 c45855_ex5-1.txt EXHIBIT 5.1 [LOGO] THE HARTFORD December 22, 2006 To: Hartford Life Insurance Company RE: Enforceability of Certain Notes Ladies and Gentlemen: I am an attorney with Hartford Life Insurance Company ("Hartford Life"), a Connecticut corporation. I am furnishing this opinion in connection with the issuance by Hartford Life of the Notes listed below (each a "Note") on or about the date of this letter: CUSIP SERIES NOTE ----- ------ ---- 4165X2AA4 406349 Equity Indexed notes due December 22, 2011 4165X2AB2 406350 Equity Indexed notes due December 22, 2011 The Notes are issued pursuant to Hartford Life's note issuance program (the "Program") described in that certain registration statement on Form S-3 (File No. 333-137215) filed on September 8, 2006 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the registration and public offering of notes (the "Notes") to be issued by Hartford Life. The Notes are further described in the prospectus included in the Registration Statement (the "Prospectus"), in the product supplement filed on December 6, 2006 ("Product Supplement No. SP-1") and in the pricing supplements pertaining to the issuance of the Notes listed above. In connection with the foregoing, I, or persons under my supervision, have examined an original or copies certified to my satisfaction as being a true copy of the certificate of incorporation and bylaws of Hartford Life, and have reviewed such other corporate records, instruments and other documents as deemed necessary or appropriate in order to render the opinions set forth herein. In furnishing this letter, I have also reviewed: (i) The Registration Statement, the Prospectus, the Product Supplement, the term sheets and the pricing supplements related to the Notes, (ii) The indenture dated as of September 8, 2006, (the "Indenture"), between The Bank of New York Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A.), as indenture trustee (the "Indenture Trustee"), and Hartford Life, (iii) the distribution agreement, dated as of September 8, 2006 (the "Distribution Agreement"), between Hartford Life and Bear, Stearns & Co. Inc., (iv) the closing instrument, related to the Notes listed above and dated as of the date of this letter, and (v) the terms agreement dated as of December 19, 2006 between Hartford Life and the agents named therein. Hartford Life Insurance Company December 22, 2006 Page 2 In the examination of various documents, instruments and records, including without limitation any referred to in this opinion letter, and in connection with the opinions herein expressed, I have assumed the competency of all individual signatories, the genuineness of all signatures, submitted as certified, photostatic or electronic copies, and the authenticity of the originals of such latter documents. I have also relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom I have deemed appropriate. Based upon and subject to the foregoing, I am of the opinion that, as of the date of this letter, the Notes listed above constitute the legal, valid and binding obligation of Hartford Life, enforceable in accordance with their terms, except to the extent enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, fraudulent transfers, reorganization, or moratorium or other similar laws now or hereafter in effect relating to or effecting the enforcement of creditors' rights or remedies generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing. No opinion is expressed as to the laws of any jurisdiction other than the laws of Connecticut and New York, as currently in effect. This letter speaks as of the date hereof and there is no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to my attention with respect to the opinion and statements set forth above, including any changes in applicable law which may hereafter occur. I consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Current Report of Hartford Life on Form 8-K and to the use of my name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, I do not thereby admit that I come within the category of persons, whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In rendering this opinion, I have assumed that the Indenture Trustee had and has the power and authority to enter into and perform its obligations under the Indenture, and the Indenture has been duly authorized, executed and delivered by the Indenture Trustee and is valid, legally binding and enforceable against the Indenture Trustee in accordance with its terms. I also have assumed that the Notes have been duly authenticated by the Indenture Trustee in the manner provided in the Indenture. Very truly yours, /s/ John F. Kennedy John F. Kennedy Associate Counsel Hartford Life Insurance Company EX-8.1 3 c45855_ex8-1.txt Exhibit 8.1 [Letterhead of Debevoise & Plimpton LLP] December 22, 2006 Hartford Life Insurance Company 200 Hopmeadow Street Simsbury, CT 06089 Hartford Life Insurance Company Medium-Term Note Program Ladies and Gentlemen: We have acted as special United States tax counsel to Hartford Life Insurance Company, a Connecticut life insurance corporation ("Hartford Life"), 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 Hartford Life, of a (i) Registration Statement on Form S-3 (File No. 333-137215), filed with the Commission on September 8, 2006 (the "Registration Statement"), (ii) a prospectus, dated September 8, 2006 (the "Prospectus"), relating to the registration and public offering of medium-term notes as part of a medium-term note program by Hartford Life (the "Program") and (iii) a product supplement, dated December 6, 2006 (the "Product Supplement"), relating to principal protected medium-term notes linked to the S&P 500(R) Index (the "Notes") to be issued under the Program. The Notes will be issued pursuant to (i) the Indenture, dated as of September 8, 2006 (the "Indenture"), entered into between Hartford Life and The Bank of New York Trust Company, N.A.(as successor to JPMorgan Chase Bank, N.A.), as indenture trustee and (ii) the Distribution Agreement, dated as of September 8, 2006, entered into between Hartford Life and Bear, Stearns & Co. Inc. In furnishing this opinion letter, we have reviewed, and participated in the preparation of, (i) the Registration Statement, the Prospectus and the Product Supplement, (ii) the Indenture, (iii) the form of Note filed as Exhibit 4.1 to Hartford Life's Form 8-K filed on December 8, 2006 and incorporated by reference in the Registration Statement and (iv) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In this examination, we have assumed without independent investigation or inquiry (i) the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies, (ii) that the transactions described in the Prospectus and the Product Supplement are performed in the manner described therein, (iii) that the Notes executed are substantially identical to the form of Note filed as Exhibit 4.1 to Hartford Life's Form 8-K filed on December 8, 2006 and (iv) full compliance with the terms of the Indenture. We have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom we have deemed appropriate. Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein and in the Product Supplement, the statements of law or legal conclusions in the discussion under the heading "Additional Material United States Federal Income Tax Considerations" in the Product Supplement, to the extent they constitute matters of United States federal income tax law, represent our opinion. Our opinion is based upon the Internal Revenue Code of 1986, as amended, treasury regulations (including proposed treasury regulations) issued thereunder, Internal Revenue Service rulings and pronouncements, and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect. Our opinion is limited to the matters expressly stated, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Our opinion is based on facts and circumstances set forth in the Registration Statement, the Prospectus, the Product Supplement and the other documents reviewed by us. Our opinion is rendered only as of the date hereof, and could be altered or modified by changes in facts or circumstances, events, developments, changes in the documents reviewed by us, or changes in law subsequent to the date hereof. We have not undertaken to advise you or any other person with respect to any such change subsequent to the date hereof. We note that a pricing supplement may include additional federal income tax considerations relating to the particular Note covered thereby. We consent to the filing of this opinion letter as an exhibit to Hartford Life's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of our name under the heading "Additional Material United States Federal Income Tax Considerations" in the Product 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 Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Debevoise & Plimpton LLP 2 -----END PRIVACY-ENHANCED MESSAGE-----