Brown & Wood LLP
One World Trade Center
New York, NY 10048-0557
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
September 2, 1998
Xxxxxxx Xxxxx KECALP L.P. 1999
c/o KECALP Inc.
North Tower
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-1327
Re: Sale of 500,000 Units of
Limited Partnership Interest
----------------------------
Dear Sirs:
We have acted as your counsel in connection with the above-referenced
limited partnership interests (the "Units") to be offered and sold by Xxxxxxx
Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated. The Units are to be offered pursuant
to a Registration Statement on Form N-2 (File No. 333-59143) originally filed
with the Securities and Exchange Commission on July 15, 1998 (as thereafter
amended at any time to and including the date hereof, the "Registration
Statement").
In rendering this opinion, we have examined such documents and records
as we deemed appropriate. Capitalized terms used herein and not otherwise
defined are defined in the form of Amended and Restated Agreement of Limited
Partnership included as Exhibit A in the Registration Statement (the
"Agreement").
We have assumed the genuineness and authenticity of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due authorization, execution, delivery and recordation
of all documents where due authorization, execution, delivery and recordation
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing and in reliance thereon, we are of the
opinion that when offered and sold as described in the Registration Statement,
and assuming (i) that the General Partner has taken all corporate action
required to be taken by it to authorize the issuance and sale of Units to the
Limited Partners and to authorize the admission to the Partnership of the
Limited Partners, (ii) the due authorization, execution and delivery of a
subscription agreement, the form of which is set forth as Exhibit B in the
Prospectus (the "Subscription Agreement"), by each subscriber for Units (the
"Subscribers"), (iii) the due acceptance by the General Partner of each
Subscription Agreement and the due acceptance by the General Partner of the
admission of the Subscribers to the Partnership as Limited Partners, (iv) the
payment by each Subscriber of the full consideration due from it for the number
of Units subscribed to by it, (v) the due authorization, execution and delivery
by all parties thereto of the Agreement, (vi) that the books and records of the
Partnership set forth all information required by the Agreement and the Delaware
Revised Uniform Limited Partnership Act (6 Del.C. ss.17-101 et seq.) (the
"Act"), including all information with respect to all Persons to be admitted as
Partners and their Capital Contributions, (vii) that the Subscribers, as Limited
Partners, do not participate in the control of the business of the Partnership
and (viii) that the Units are offered and sold as described in the Registration
Statement and the Agreement, (a) the Units will represent valid limited partner
interests in the Partnership, and subject to the qualifications set forth
herein, as to which the Subscribers, as limited partners of the Partnership,
will have no liability with respect to the Partnership's affairs in excess of
their respective obligations to make contributions to the Partnership, their
respective obligations to make other payments provided for in the Agreement and
their share of the Partnership's assets and undistributed profits (subject to
the obligation of a Limited Partner to repay any funds wrongfully distributed to
it), and (b) the Subscribers will be Limited Partners of the Partnership
entitled to all of the benefits of Limited Partners to the extent permitted
under the Act.
We consent to the filing of this opinion as Exhibit (1) to the
Registration Statement and to the filing of the form of our opinion as to tax
matters as Exhibit (n)(ii) to the Registration Statement. We also consent to the
references to our firm in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP
