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EXHIBIT 5.01
[THE HARTFORD FINANCIAL SERVICES GROUP, INC.
LETTERHEAD AND LOGO]
November 9, 2000
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, CT 06115
Ladies and Gentlemen:
In connection with the filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-3 and a Post-Effective Amendment to the Registration Statement on Form
S-3 (Registration No. 333-12617), as amended (together, the "Registration
Statement"), relating to the public offering by The Hartford Financial Services
Group, Inc., a Delaware Corporation (the "Company"), of up to $1,126,975,000 in
the aggregate of (i) senior debt securities of the Company (the "Senior Debt
Securities") to be issued pursuant to an Indenture (the "Senior Indenture"),
dated as of October 20, 1995, between the Company and The Chase Manhattan Bank,
as trustee (the "Senior Trustee"), (ii) subordinated debt securities of the
Company (the "Subordinated Debt Securities" and together with the Senior Debt
Securities, the "Debt Securities") to be issued pursuant to a Subordinated
Indenture (the "Subordinated Indenture") to be entered into between the Company
and a trustee to be named in the prospectus supplement pertaining to the
offering of Subordinated Debt Securities (the "Subordinated Trustee"), (iii)
junior subordinated deferrable interest debentures of the Company (the "Junior
Subordinated Debt Securities"), to be issued pursuant to a Junior Subordinated
Indenture, dated as of February 28, 1996, between the Company and Wilmington
Trust Company, as trustee (the "Debenture Trustee"), (iv) shares of preferred
stock of the Company, par value $.01 per Share (the "Preferred Stock"), (v)
shares of Class A Common Stock of the Company, par value $.01 per share (the
"Common Stock"), (vi) depositary shares representing fractional interests in the
Preferred Stock (the "Depositary Shares"), (vii) warrants representing rights to
purchase Debt Securities, Preferred Stock or Common Stock (the "Warrants"),
(viii) stock purchase contracts representing rights to purchase Preferred Stock
or Common Stock (the "Stock Purchase Contracts"), (ix) stock purchase units,
representing ownership of Stock Purchase Contracts, Debt Securities, Preferred
Securities (as defined below) or debt obligations of third parties, including
U.S. Treasury Securities, (the "Stock Purchase Units"), and (x) preferred
securities (the "Preferred Securities") of Hartford Capital III, Hartford
Capital IV, Hartford Capital V, each a trust formed under the laws of the State
of Delaware (each, a "Trust" and collectively, the "Trusts"), guaranteed to the
extent the Trust has funds as set forth in the Registration Statement by the
Company (as such may be issued from time to time, the "Guarantee"), I have
examined such corporate records, certificates and other documents and such
questions of law as I have considered necessary for the purposes of this
opinion.
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Upon the basis of such examination, I advise you that, in my opinion:
1. The Company has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
2. The execution and delivery of the Senior Indenture and the Senior Debt
Securities have been duly authorized by the Company. The Senior Indenture
has been duly executed and delivered by the Company and the Senior Trustee
and when the Senior Debt Securities have been duly executed,
authenticated, issued, delivered and paid for as contemplated by the
Registration Statement and any prospectus supplement relating thereto and
in accordance with the Senior Indenture, assuming the terms of such Senior
Debt Securities have been duly established so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, the Senior Debt Securities will be
validly issued and will constitute valid and binding obligations of the
Company enforceable against the Company, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability relating to or affecting the rights of
creditors and to general equity principles (whether considered in a
proceeding at law or in equity).
3. The execution and delivery of the Subordinated Indenture and the
Subordinated Debt Securities have been duly authorized by the Company.
When the Subordinated Indenture has been duly executed and delivered by
the Company and the Subordinated Trustee and when the Subordinated Debt
Securities have been duly executed, authenticated, issued, delivered and
paid for as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with the Subordinated
Indenture, assuming the terms of such Subordinated Debt Securities have
been duly established so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, the
Subordinated Debt Securities will be validly issued and will constitute
valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability relating to or affecting the rights of
creditors and to general equity principles (whether considered in a
proceeding at law or in equity).
4. The execution and delivery of the Junior Subordinated Indenture and the
Junior Subordinated Debt Securities have been duly authorized by the
Company. The Junior Indenture has been duly executed and delivered by the
Company and the Debenture Trustee and when the Junior Subordinated Debt
Securities have been duly executed, authenticated, issued, delivered and
paid for as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with the Junior Subordinated
Indenture, assuming the terms of such
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Junior Subordinated Debt Securities have been duly established so as not
to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, the Junior Subordinated Debt
Securities will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company, except as may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability relating to or
affecting the rights of creditors and to general equity principles
(whether considered in a proceeding at law or in equity).
5. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Restated
Certificate of Incorporation, and approved by all necessary corporate
action of the Board of Directors of the Company (the "Board of Directors")
or a duly authorized committee thereof, so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, (ii) a Certificate of Designation
fixing and determining the terms of the Preferred Stock has been filed
with the Secretary of State of the State of Delaware and (iii) the
Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement and any prospectus supplement relating thereto,
against payment of the consideration fixed therefore by the Board of
Directors or a duly authorized committee thereof, the Preferred Stock will
be duly authorized, validly issued, fully paid and nonassessable.
6. When (i) the terms of the issuance and sale of the Common Stock have been
duly approved by all necessary action of the Board of Directors or a duly
authorized committee thereof so as not to violate any applicable law or
result in a default under or a breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over the Company and (ii) the shares of Common Stock have been duly
executed, authenticated, issued and delivered as contemplated by the
Registration Statement and any prospectus supplement relating thereto,
against payment of the consideration fixed therefor by the Board of
Directors or a duly authorized committee thereof, the Common Stock will be
duly authorized, validly issued, fully paid and nonassessable.
7. When (i) the creation of and the issuance and terms of the Warrants, the
terms of the offering thereof and related matters have been duly approved
by all necessary corporate action of the Board of Directors or a duly
authorized committee thereof so as not to violate any applicable law or
result in a default under or a breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over the Company, (ii) the warrant agreement or agreements relating to the
Warrants have been duly authorized and validly executed and delivered by
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the Company and the warrant agent appointed by the Company and (iii) the
Warrants or certificates representing the Warrants have been duly
executed, authenticated, issued and delivered as contemplated by the
Registration Statement and any prospectus supplement relating thereto,
against payment of the consideration fixed therefor by the Board of
Directors or a duly authorized committee thereof, the Warrants will be
duly authorized and validly issued.
8. When (i) the creation of and the issuance and terms of the Stock Purchase
Contracts, the terms of the offering thereof and related matters have been
duly approved by all necessary corporate action of the Board of Directors
or a duly authorized committee thereof so as not to violate any applicable
law or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (ii) the Stock Purchase Contracts
have been duly authorized and validly executed and delivered by the
Company as contemplated by the Registration Statement and any prospectus
supplement relating thereto, against payment of the consideration fixed
therefor by the Board of Directors or a duly authorized committee thereof,
the Stock Purchase Contracts will be duly authorized and validly issued.
9. When (i) the creation of and the issuance and terms of the Stock Purchase
Units, the terms of the offering thereof and related matters have been
duly approved by all necessary corporate action of the Board of Directors
or a duly authorized committee thereof so as not to violate any applicable
law or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, (ii) the deposit agreement relating
to the Stock Purchase Units has been duly authorized and validly executed
and delivered by the Company and the depositary appointed by the Company
and (iii) the Stock Purchase Units or certificates representing the Stock
Purchase Units have been duly executed, authenticated, issued and
delivered as contemplated by the Registration Statement and any prospectus
supplement relating thereto, against payment of the consideration fixed
therefor by the Board of Directors or a duly authorized committee thereof,
the Stock Purchase Units will be duly authorized and validly issued.
10. When (i) the Guarantee has been duly authorized by the Board of Directors
or a duly authorized committee thereof and (ii) the Guarantee has been
validly executed and delivered by the Company, the Guarantee will
constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability relating to or
affecting the rights of creditors and to general equity principles
(whether considered in a proceeding at law or in equity).
I note that, as of the date of this opinion, a judgment for money in an
action based on a debt security denominated in a foreign currency, currency unit
or composite
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currency in a federal or state court in the United States ordinarily would be
enforced in the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency, currency unit or
composite currency in which a particular debt security is denominated into
United States dollars will depend upon various factors, including which court
renders the judgment. In the case of a debt security denominated in a foreign
currency, a state court in the State of New York rendering a judgment or decree
on such debt security would be required under Section 27 of the New York
Judiciary Law to render such judgment or decree in the foreign currency in which
the debt security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment or decree.
The opinion expressed above is limited to the laws of the State of
Connecticut, and the Act and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Opinions" in the Prospectus. In giving such consent, I do not thereby admit that
I am in the category of persons whose consent is required under Section 7 of the
Act.
Sincerely,
/s/ Michael S. Wilder
General Counsel of
The Hartford Financial Services Group, Inc.
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