[Xxxxxx Xxxx & Xxx Xxxxxxxx Letterhead]
March 2, 1983
Senior Vice President
Xxxx Xxxxxx Xxxxxxxx Iintercapital, Inc.
Five World Trade Center
New York, NY 10048
Gentlemen:
Xxxx Xxxxxx Developing Growth Securities Trust (the "Trust") is a trust
created under the name "Xxxx Xxxxxx Emerging Growth Securities Trust" by a
written Declaration of Trust dated December 28, 1982 and finally executed in
Boston on that date (the "Trust Agreement"), which Trust Agreement was amended
by an amendment dated January 11, 1983 and filed January 12, 1983 which changed
the name of the Trust to "Xxxx Xxxxxx Developing Growth Securities Trust."
The Trustees have the powers set forth in the Trust Agreement, subject to
the terms, provisions and conditions therein provided.
We have acted as special Massachusetts counsel for the Trust with respect
to organization of the Trust and in such capacity we are furnishing you this
opinion.
We have examined originals and copies, certified or otherwise identified to
our satisfaction, of such certificates, records and other documents as we have
deemed necessary or appropriate for the purpose of this opinion, including the
Trust Agreement, and the amendment thereto. We have caused copies of the Trust
Agreement, and the amendment thereto, to be duly filed with the Secretary of the
Commonwealth of Massachusetts and the City Clerk of the City of Boston. All
filing requirements (other than the filing requirements of the Massachusetts
Uniform
XXXXXX XXXX & XXX XXXXXXXX
Xxxxxxx Xxxxxx, Esq.
Senior Vice President
Xxxx Xxxxxx Xxxxxxxx Intercapital, Inc.
March 2, 1983
Page 2
Securities Act) under the laws of Massachusetts have been complied with.
Under Article VI, Section 6.1 of the Trust Agreement, as amended, the
beneficial interest in the Trust is represented by an unlimited number of
transferable shares without par value. Under Article VI, Section 6.4, of the
Trust Agreement, as amended, the Trustees are empowered in their discretion to
issue shares of beneficial interest to such party or parties and for such amount
and type of consideration, including cash or property, at such time or times and
on such terms as the Trustees may deem best.
Based upon the foregoing, and with respect to Massachusetts law (other than
the Massachusetts Uniform Securities Act as to which we have not been asked to
express any opinion) only to the extent that Massachusetts law may be applicable
and without reference to the laws of the other several states or of the United
States of America, we are of the opinion that, under existing law:
1. The Trust is a trust with transferable shares of beneficial interest,
organized in compliance with the laws of the Commonwealth of
Massachusetts.
2. The Trust Agreement is legal and valid.
3. Shares of beneficial interest, when issued from time to time in
accordance with the Trust Agreement, as amended, upon receipt by the
Trust of payment in compliance with Section 6.4 of Article VI of the
Trust Agreement, as amended, will be legally and validly issued and
such shares when so issued will be fully paid and nonassessable by the
Trust.
We understand that you will rely on this opinion in order to prepare an
opinion to the Trust, which opinion will be filed with the Securities and
Exchange Commission and will refer to this opinion and to us in such
opinion. We hereby consent to such use of and reference to this opinion and
to such reference to us.
Very truly yours,
/s/ Xxxxxx Xxxx & Xxx Xxxxxxxx
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Xxxxxx Xxxx & Xxx Xxxxxxxx
