-----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, JHTh3mKKSp+Zpko1SH52xkXR+Q+KBipnd84hDn3+cvCRonoQy3WXDtILQRIWKBCp c4PjP9wzsrA9PdWCp6MpRA== 0000927016-02-005569.txt : 20021114 0000927016-02-005569.hdr.sgml : 20021114 20021114172417 ACCESSION NUMBER: 0000927016-02-005569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021112 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000917406 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 041414660 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31445 FILM NUMBER: 02826411 BUSINESS ADDRESS: STREET 1: CORPORATE LAW DIVISION T-55 STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6175726000 MAIL ADDRESS: STREET 1: CORPORATE LAW DIVISION T-55 STREET 2: P O BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN MUTUAL LIFE INSURANCE CO / MA DATE OF NAME CHANGE: 19940111 8-K 1 d8k.txt FORM 8-K 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): November 12, 2002 John Hancock Life Insurance Company (Exact name of registrant as specified in its charter) Massachusetts 333-45862 04-1414660 - ----------------- ------------- -------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) John Hancock Place PO Box 111 Boston, Massachusetts 02117 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 572-6000 Item 5. Other Events Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-85488) filed by John Hancock Life Insurance Company (the "Company") on April 3, 2002, as amended, with the Securities and Exchange Commission covering a Medium-Term Note program for its SignatureNotes ("SignatureNotes") issuable under an indenture dated as of June 15, 2002, as amended through the date hereof, between the Company and JPMorgan Chase Bank (as so amended, the "Indenture"). The Company will issue on November 15, 2002 $2,183,000 aggregate principal amount of floating rate SignatureNotes due November 15, 2006. An Issuance Order, which constitutes a supplement to the Indenture, related to the floating rate SignatureNotes and opinions of counsel related thereto are filed as exhibits to this Form 8-K and are incorporated by reference into this Item 5. The foregoing description of such documents and the transactions contemplated therein are qualified in their entirety by reference to such exhibits. Item 7. Financial Statements and Exhibits (c) Exhibits. 4 Issuance Order 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the securities. 8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the registered securities. 2 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. JOHN HANCOCK LIFE INSURANCE COMPANY Date: November 14, 2002 /s/ Thomas E. Moloney ------------------------------------- Thomas E. Moloney Senior Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------ 4 Issuance Order 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding the legality of the securities. 8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the registered securities. 4 EX-4 3 dex4.txt ISSUANCE ORDER Exhibit 4 ISSUANCE ORDER UNDER SECTION 2.01 AND OFFICER'S CERTIFICATE UNDER SECTION 15.04 Date: 11/12/02 JPMorgan Chase Bank, as Trustee 450 West 33rd Street, 15th Floor New York, NY 10001 Ladies and Gentlemen: You are hereby directed to: (i) authenticate on the Issue Date set forth below the enclosed Note(s), which has or have been duly executed by an officer of the Company, pursuant to Sections 2.05 and 2.06 of the Indenture between you and John Hancock Life Insurance Company (the "Company") dated June 15, 2002, as amended (the "Indenture"); or (ii) authenticate and complete (based on the terms and conditions set forth below) on the Issue Date set forth below the Note or Notes of the Company to be issued pursuant to the Indenture, which Note or Notes has or have been duly executed by an officer of the Company pursuant to Sections 2.05 and 2.06 of the Indenture; You are instructed to hold the Note(s), as so authenticated and (if applicable) completed, in custody pursuant to the Medium-Term Note Certificates Agreement between you and The Depository Trust Company dated December 2, 1988 and cause the Note(s) to be registered in the name of Cede & Co. Your responsibilities with respect to such Note(s) are more fully set forth in the Indenture and the Administrative Procedures set forth in Exhibit A to the Company Order dated August 6, 2002 delivered to you by the Company. Defined terms used in this Issuance Order and not otherwise defined shall have the meanings set forth in the Indenture. The Note(s) issued pursuant to this Issuance Order is/are to be issued on the terms and conditions set forth below: CUSIP 41013MCG3 Aggregate Principal Amount to be issued $2,183,000.00 pursuant to this Issuance Order: Issue Date: 11/15/02 Designation of Series: SignatureNotes Limit on Aggregate Principal Amount: None Date on which Principal is Payable: See attached Pricing Supplement Interest Rate: See attached Pricing Supplement Date from which Interest Accrues: 11/15/02 Interest Payment Date Frequency and First See attached Pricing Supplement Payment Date: Interest Payment Dates (if other than as See Indenture section 4.01 provided in section 4.01 of indenture): Regular Record Date for Interest Payments: First day of the calendar month in which Interest Payment Date occurs and, for the final Interest Payment Date, such Interest Payment Date. Additional Places for Principal or None Interest Payments: Redemption at Company's Option: None Tax Event Redemption: None Mandatory Redemption or Purchase None Survivor's Option: Yes Survivor's Option Blackout Period: One year Annual Put Limit: See Prospectus Individual Put Limit: See Prospectus Denominations other than $1000 and $1,000 None multiples: Portion of Principal Amount Payable 100% Upon Acceleration of Maturity (if other than 100% of Principal Amount): Depositaries for the Note(s): DTC Global Note(s) Initially Issuable in No Temporary Form: Conditions on Issuance of Notes in Definitive N/A Form to Beneficial Owners: Limitations on Provisions for Defeasance or See Prospectus Covenant Defeasance of the Notes: Additional Provisions subject to Covenant See Prospectus Defeasance: Conditions to Issuance of Notes See Prospectus in Definitive Form: Issuance of Notes in Certificated Form: No Trustee(s), depositor(y)(ies), authenticating Calculation Agent: JPMorgan or paying agent(s), registrar(s) or other Chase Bank agents if different from Indenture: Additional Amounts No Redemption Notice Requirements N/A Any other terms of the series not None described above: In connection with this Issuance Order the undersigned has read the Indenture, including the provisions of Section 2.06 and 2.01 and the definitions relating thereto, the applicable resolutions of the Board of Directors authorizing the issuance of the Notes and the attached Pricing Supplement. In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the establishment of the form and terms of a series or Tranche of Notes, as applicable to the Note(s) and to the authentication and delivery thereof under the Indenture have been complied with. In the opinion of the undersigned, all such conditions precedent have been complied with. Very truly yours, JOHN HANCOCK LIFE INSURANCE COMPANY By: /s/ Ronald J. McHugh ------------------------------ Ronald J. McHugh Vice President ACKNOWLEDGED: JPMORGAN CHASE BANK, as Trustee By: /s/ James D. Heaney ------------------------------- Name: James D. Heaney Title: Vice President Registration No. 333-85488 Filed Pursuant to Rule 424(b)(3) John Hancock Life Insurance Company SignatureNotessm With Maturities of Twelve Months or More from Date of Issue
- -------------------------------------------------------------------------------- Pricing Supplement No: 14(a) Trade Date: November 12, 2002 (To Prospectus dated July 22, 2002 and Pricing Supplement No. 14 dated November 12, 2002) Issue Date: November 15, 2002 The date of this Pricing Supplement is November 14, 2002 INVESTING IN THESE FLOATING RATE NOTES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION OF THIS PRICING SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS. CUSIP or Common Code ...................... 41013MCG3 Price to Public ........................... 100% of the principal amount Proceeds to Issuer ........................ $2,165,536.00 Discounts and Commissions ................. 0.800% Reallowance ............................... 0.150% Dealer .................................... 99.350% Maturity Date ............................. November 15, 2006 Stated Annual Interest Rate ............... Floating Rate Note Interest Reset Periods ............... Quarterly, commencing on the 15th day of February, May, August and November (or, if such day is not a Business Day, the next following Business Day) Interest Reset Dates ................. The 15th day of February, May, August and November (or, if such day is not a Business Day, on the next following Business Day) Day Count Convention ................. Actual/365(Fixed) Interest Rate Basis .................. Treasury Rate, as defined in this Pricing Supplement Index Maturity ....................... 3 month Spread ............................... + 0.55% Initial Interest Rate ................ 1.77053% Maximum Interest Rate ................ 6.00% per annum with respect to each Interest Reset Period Minimum Interest Rate ................ N/A Interest Payment Frequency and Dates ...... Quarterly, on the 15th day of February, May, August and November (or, if such day is not a Business Day, the next following Business Day) First Interest Payment Date ............... February 15, 2003
Page 1 of 5
Survivor's Option Yes Callable By Issuer No If Callable by Issuer, dates and terms of redemption (including redemption price) N/A Additional Amounts N/A Original Issue Discount N/A Other Material Terms (if any): Calculation Agent JPMorgan Chase Bank All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Issuer and beneficial owners of the notes. All percentages resulting from any calculation on the notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from this calculation will be rounded to the nearest cent with one-half cent being rounded upwards.
Page 2 of 5 This Pricing Supplement supplements the Prospectus dated July 22, 2002 (the "Prospectus") relating to SignatureNotes issued by us, John Hancock Life Insurance Company. Capitalized terms which are not defined in this Pricing Supplement have the meanings given to them in the Prospectus. RISK FACTORS Your investment in the notes will involve a number of risks. You should consider carefully the following risks, as well as the risks described in the accompanying Prospectus, before you decide that an investment in the notes is suitable for you. You should consult your own financial, tax and legal advisors regarding the risks and suitability of an investment in the notes in light of your particular circumstances. Because the Notes Bear Interest at a Floating Rate, You May Receive a Lower Amount of Interest in the Future Because the interest rate on the notes is indexed to the Treasury Rate, there will be significant risks not associated with a conventional fixed rate debt security. These risks include fluctuation of the applicable interest rate and the possibility that, in the future, you will receive a lower amount of interest. We have no control over matters that may affect interest rates, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, interest rates have been volatile, and volatility may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future. Because the Interest Rate on the Notes is Subject to a Maximum Interest Rate, Your Return Will be Limited Because the notes are subject to a Maximum Interest Rate, as defined below, the rate of interest that will accrue on the notes during any Interest Reset Period, as defined below, will never exceed 6.00% per annum. Conversely, however, there is no Minimum Interest Rate applicable to the notes. DESCRIPTION OF THE NOTES The notes described in this Pricing Supplement are issued as a tranche of debt securities under the indenture dated as of June 15, 2002, as amended (the "Indenture"), between us and JPMorgan Chase Bank, as trustee, which Indenture is more fully described in the Prospectus. The Indenture is, and any notes issued under the Indenture will be, governed by and construed in accordance with the laws of the State of New York. Interest on Floating Rate Notes Interest Accrual and Payments. Interest will be payable in arrears on each Interest Payment Date and at maturity. The dates specified above under the heading "Interest Payment Frequency and Dates" are the dates on which interest will be payable. If any Interest Payment Date, other than an Interest Payment Date at maturity, would otherwise be a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest shall continue to accrue until paid or made available for payment. If the maturity of the note falls on a day that is not a Business Day, we will make the required payment of principal and interest on the next succeeding Business Day; however, no additional interest on such payment will accrue for the period from and after the maturity date. With respect to each $1,000 principal amount of notes, accrued interest is calculated by multiplying the principal amount by the applicable interest rate per annum, then multiplying that product by the actual number of days in the applicable Interest Reset Period and dividing by 365. Interest payments on each $1,000 principal amount of notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or made available for payment, or from and including the Issue Date if no interest has been paid or made available for payment, to but excluding the related Interest Payment Date or maturity date, as the case may be. Page 3 of 5 Interest Rates. Each $1,000 principal amount of notes will bear interest from the Issue Date at the applicable interest rates determined in accordance with the procedures described in this Pricing Supplement, until the principal of the note is paid or made available for payment. The interest rate in effect for the period from the Issue Date to but excluding the first Interest Payment Date will be the Initial Interest Rate. The interest rate will be reset on each Interest Reset Date, commencing with the first Interest Reset Date, which is February 15, 2003. The interest rate determined on an Interest Reset Date will be effective for the Interest Reset Period commencing on that day and ending on (and including) the day immediately preceding the next following Interest Payment Date. As reset on each Interest Reset Date, the interest rate borne by each $1,000 principal amount of notes shall be determined by reference to the Interest Rate Basis specified in this Pricing Supplement, plus or minus the Spread specified in this Pricing Supplement, subject to the Maximum Interest Rate. For example, if for any Interest Reset Date the result of the Interest Rate Basis and the Spread exceeded the Maximum Interest Rate, the interest rate applicable to the notes for that Interest Reset Period would be the Maximum Interest Rate of 6.00% per annum. As used in this Pricing Supplement, the "Interest Rate Basis" means the Treasury Rate as defined below. As used in this Pricing Supplement, the "Spread" means 55 basis points (0.55%), which is to be added to the Interest Rate Basis. Interest Reset Dates. The dates specified above under the heading "Interest Reset Dates" are the dates on which the interest rate will be reset, and each is referred to as an "Interest Reset Date". If any Interest Reset Date for the notes would otherwise be a day that is not a Business Day, the applicable Interest Reset Date will be postponed to the next succeeding day that is a Business Day. An "Interest Reset Period" shall be the period from and including the most recent Interest Payment Date to but excluding the immediately succeeding Interest Payment Date or maturity date, as the case may be. Maximum and Minimum Interest Rates. The notes described in this Pricing Supplement have a Maximum Interest Rate of 6.00% per annum, but do not have a Minimum Interest Rate. Calculation Agent. JPMorgan Chase Bank will be the calculation agent and will determine the applicable interest rate on each Interest Reset Date. Upon the request of the holder of the notes, the calculation agent will provide the interest rate then in effect (when available). Treasury Rate. "Treasury Rate" means: (1) the Bond Equivalent Yield of the rate reported for the second Business Day preceding the applicable Interest Reset Date for "Treasury bills (secondary market)" having the Index Maturity specified on the first page of this Pricing Supplement, as published in the Federal Reserve Statistical Release H.15 Daily Update (available at www.federalreserve.gov/releases/h15/update, or other recognized electronic source used for the purpose of displaying the applicable rates and yields), or (2) if H.15 Daily Update is not published on the Interest Reset Date or on any of the four (4) Business Days immediately following the Interest Reset Date, the Bond Equivalent Yield of the daily rate reported for the second Business Day preceding the applicable Interest Reset Date for "Treasury bills (secondary market)" having the Index Maturity specified on the first page of this Pricing Supplement, as published in the Federal Reserve Statistical Release H.15(519) on the Interest Reset Date (available at www.federalreserve.gov/releases/h15/current, or other recognized electronic source used for the purpose of displaying the applicable rates and yields), or if not published on such date then as published on a Business Day which is closest to, but not more than five (5) Business Days subsequent to, the Interest Reset Date, or (3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate from the auction most recently preceding the Interest Reset Date of direct obligations of the United States having the Index Maturity specified on the first page of this Pricing Supplement, as reported under the caption "INVESTMENT RATE" on the display on Moneyline Telerate or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or Page 4 of 5 (4) if the rate referred to in clause (3) is not published on the related Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth Business Day following that Interest Reset Date, as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the first page of this Pricing Supplement, or (5) if the dealers selected by the calculation agent are not quoting as mentioned in clause (4), the Treasury Rate already in effect on the day preceding the Interest Reset Date. "Bond Equivalent Yield" means a yield calculated in accordance with the following formula and expressed as a percentage: D x N Bond Equivalent Yield = ---------------- x 100 360-(D x M) where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 and "M" refers to the actual number of days in the applicable interest period. "Moneyline Telerate page 56" or "Moneyline Telerate page 57" means the display on Moneyline Telerate page 56 or 57 or any successor service or page thereto for the purpose of displaying the rate for direct obligations of the United States. "H.15(519)" means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. "H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication. UNITED STATES FEDERAL INCOME TAXATION Under the OID Regulations (as defined in the Prospectus), the notes will be treated as providing for stated interest at a single qualified floating rate. As a result, the notes will constitute variable rate debt instruments, within the meaning of the OID Regulations. In general, under the OID Regulations, all stated interest on the notes will constitute qualified stated interest. In particular, the amount of qualified stated interest that accrues with respect to a note during any accrual period will be determined under the rules applicable to fixed rate debt instruments by assuming that the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) is a fixed rate equal to the value of the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) as of the Issue Date. The qualified stated interest allocable to an accrual period will be increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules. Prospective investors should consult the summary describing the principal U.S. federal income tax consequences of the ownership and disposition of the notes contained in the section called "United States Federal Taxation" in the accompanying Prospectus. Page 5 of 5 EX-5.1 4 dex51.txt OPINION REGARDING THE LEGALITY OF THE SECURITIES Exhibit 5.1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 617 542 6000 617 542 2241 fax November 14, 2002 John Hancock Life Insurance Company John Hancock Place 200 Clarendon Street Boston, MA 02116 Ladies and Gentlemen: We have acted as counsel to John Hancock Life Insurance Company, a Massachusetts corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") on April 3, 2002, as amended and supplemented through the date hereof. The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate of $3,000,000,000 in initial offering price of the Company's SignatureNotes, which are medium term notes with maturities of twelve months or more from date of issue (the "Notes"). The Notes are to be (i) issued under an Indenture, dated as of June 15, 2002, as amended and supplemented through the date hereof, between the Company and JPMorgan Chase Bank as trustee (the "Indenture"), and (ii) sold pursuant to the terms of a Selling Agent Agreement, dated as of August 6, 2002, among the Company and the agents named therein (the "Selling Agent Agreement"). The Indenture and the Selling Agent Agreement were filed as exhibits to the Registration Statement. In connection with this opinion, we have examined (i) the Registration Statement; (ii) the Indenture; (iii) the Selling Agent Agreement; (iv) the Company's Amended and Restated Articles of Organization, as currently in effect (the "Articles of Organization"); (v) the Company's Amended and Restated Bylaws, as currently in effect (the "Bylaws"); and (vi) resolutions adopted by the Board of Directors of the Company (the "Board") relating to the filing of the Registration Statement and related matters (the "Board Resolutions"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, certificates of officers or other representatives of the Company, certificates of public officials and others, and such other agreements, documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Boston New York Reston Washington New Haven MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. John Hancock Life Insurance Company November 14, 2002 Page 2 Members of our firm are admitted to the Bars of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion as to the laws of any jurisdictions other than the Commonwealth of Massachusetts and the State of New York. No opinion is expressed herein with respect to the qualification of the Notes under the securities or blue sky laws of any state or any foreign jurisdiction. The Notes may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law, choice of venue, or conflicts of laws. Based upon and subject to the foregoing, we are of the opinion that, when each series of Notes has been issued and sold in accordance with the terms of the Indenture and the Selling Agent Agreement, such Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; and (v) we express no opinion with respect to whether acceleration of any Notes may affect the ability to collect any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon. For purposes of the opinions rendered above, we have assumed that the Company will at all times in the future (i) be duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and (ii) have the corporate power and authority to issue and sell the Notes. As of the date of this opinion, the Company is duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to issue and sell the Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption "Legal Opinions" in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Boston New York Reston Washington New Haven MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. John Hancock Life Insurance Company November 14, 2002 Page 3 This opinion is furnished by us, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without our express prior written consent. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Boston New York Reston Washington New Haven EX-8.1 5 dex81.txt OPINION REGARDING U.S. INCOME TAX ASPECTS Exhibit 8.1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 617 542 6000 617 542 2241 fax November 14, 2002 John Hancock Life Insurance Company John Hancock Place 200 Clarendon Street Boston, Massachusetts 02116 Re: John Hancock Life Insurance Company SignatureNotes/sm/ Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-3 (the "Registration Statement"), filed on April 3, 2002, as amended and supplemented through the date hereof, with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of $3,000,000,000 aggregate principal amount of debt obligations of John Hancock Life Insurance Company, a Massachusetts corporation (the "Company"). The Registration Statement is for the proposed issue and sale of SignatureNotes/sm/ which are due twelve months or more from the date of their issue (the "Notes"). We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. Based on such examination, and subject to the following paragraph, the discussion in the Registration Statement under the heading "United States Federal Taxation" and in the Pricing Supplement dated November 14, 2002 under the heading "United States Federal Income Taxation", subject to the limitations and qualifications described therein, constitutes our opinion as to the material United States federal income tax consequences of ownership and disposition of the Notes. Our opinion is limited to the tax matters specifically covered under the heading "United States Federal Taxation" in the Registration Statement and under the heading "United States Federal Income Taxation" in the Pricing Supplement dated November 14, 2002, and we have not been asked to address, nor have we addressed, any other tax matters. In addition, as indicated in the Registration Statement, the discussion sets forth our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Notes as applied to original holders purchasing the Notes at the issue price and holding the Notes as capital assets as defined in Section 1221 of the Internal Revenue Code of 1986. Holders are advised to consult their own tax advisors with regard to the application of the income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction. Boston New York Reston Washington New Haven Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. John Hancock Life Insurance Company November 14, 2002 Page 2 We hereby consent to the reference to our name and our opinion under the headings "United States Federal Taxation" and "Legal Opinions" in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Boston New York Reston Washington New Haven -----END PRIVACY-ENHANCED MESSAGE-----