Attached files
Exhibit 5.1
March 23, 2010
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
100 F. Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of The Hartford Financial Services
Group, Inc., a Delaware corporation (the Company), and I am delivering this opinion
letter to you pursuant to a registration statement on Form S-3 (No. 333-142044) (the
Registration Statement) and a prospectus supplement dated March 17, 2010 to the
prospectus dated April 11, 2007 (together, the Prospectus Supplement), with respect to
the offering of 59,590,089 shares of the Companys common stock, par value $0.01 per share (the
Securities), pursuant to an Underwriting Agreement General Terms and Conditions dated
March 17, 2010, in the form in which it was incorporated into the Pricing Agreement dated March 17,
2010, between the Company and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as the
representatives of the several underwriters named in Schedule I thereto.
In connection with the opinion expressed below, I, as Executive Vice President and General
Counsel, or lawyers on the legal staff of the Company or its subsidiaries working under my
supervision, have (i) made such investigations of law as I have deemed necessary or appropriate as
a basis for such opinion, (ii) examined and relied on the originals, or copies certified or
otherwise identified to my or their satisfaction, of such agreements, documents and records of the
Company and such other instruments and certificates of public officials, officers and
representatives of the Company and others as I have deemed necessary or appropriate for the
purposes of such opinion and (iii) examined and relied as to factual matters upon, and have assumed
the accuracy of, the statements made in the certificates of public officials, officers and
representatives of the Company and others delivered to me. In rendering the opinions expressed
below, I have assumed, without independent investigation or inquiry, (a) the authenticity and
completeness of all documents submitted to me as originals, (b) the genuineness of all signatures
on all documents that I or lawyers working under my supervision have examined, (c) the conformity
to authentic originals and completeness of all documents submitted to me as certified, conformed or
reproduction copies and (d) the legal capacity of all natural persons executing documents.
Based upon and subject to the foregoing and the qualifications and limitations set forth
below, I am of the opinion that the Securities have been validly issued by the Company and are
fully paid and nonassessable.
I am a member of the bar of the State of Ohio, and I do not express any opinion herein
concerning the laws of any jurisdiction other than the General Corporation Law of the State of
Delaware.
This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the
matters expressly stated herein. The opinions expressed herein are rendered only as of the date
hereof, and I assume no responsibility to advise you of facts, circumstances, changes of law, or
other events or developments that hereafter may occur or be brought to my attention and that may
alter or modify the opinions expressed herein.
I hereby consent to the inclusion of this opinion letter as an exhibit to a Current Report on
Form 8-K dated March 23, 2010 that will be filed by the Company and incorporated by reference into
the Registration Statement, and to the reference to me in the Prospectus Supplement under the
caption Validity of Common Stock. 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 Securities Act of 1933.
Very truly yours,
/s/ ALAN KRECZKO
Alan J. Kreczko
Executive Vice President and General Counsel
Executive Vice President and General Counsel
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