BATTLE XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
October 16, 1996
Xxxxx & Tang Distributors L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Equity Securities Trust, Series 9, Signature Series,
Individual Investor's America's Fastest Growing
Companies(R) Trust II
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Dear Sirs:
We have acted as special counsel for Xxxxx & Xxxx
Distributors L.P., as Depositor, Sponsor and Principal Underwriter
(collectively, the "Depositor") of Equity Securities Trust, Series 9, Signature
Series, Individual Investor's America's Fastest Growing Companies(R) Trust II
(the "Trust") in connection with the issuance by the Trust of units of
fractional undivided interest (the "Units") in the Trust. Pursuant to the Trust
Agreements referred to below, the Depositor has transferred to the Trust
certain securities and contracts to purchase certain securities together with
an irrevocable letter of credit to be held by the Trustee upon the terms and
conditions set forth in the Trust Agreements. (All securities to be acquired by
the Trust are collectively referred to as the "Securities").
In connection with our representation, we have examined
copies of the following documents relating to the creation of the Trust and the
issuance and sale of the Units: (a) the Trust Indenture and Agreement and
related Reference Trust Agreement, each of even date herewith, relating to the
Trust (collectively the "Trust Agreements") among the Depositor and The Chase
Manhattan Bank, as Trustee; (b) the Notification of Registration on Form N-8A
and the Registration Statement on
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Form N-8B-2, as amended, relating to the Trust, as filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Investment Company
Act of 1940 (the "1940 Act"); (c) the Registration Statement on Form S-6
(Registration No. 333-11215) filed with the Commission pursuant to the
Securities Act of 1933 (the "1933 Act"), and all Amendments thereto (said
Registration Statement, as amended by said Amendment(s) being herein called the
"Registration Statement"); (d) the proposed form of final Prospectus (the
"Prospectus") relating to the Units, which is expected to be filed with the
Commission this day; (e) certified resolutions of the Board of Directors of the
general partner of the Depositor authorizing the execution and delivery by the
Depositor of the Trust Agreements and the consummation of the transactions
contemplated thereby; (f) the Certificate of formation and Agreement Among
Limited Partners of the Depositor; and (g) a certificate of an authorized
officer of the Depositor with respect to certain factual matters contained
therein.
We have examined the Application for Orders of Exemption from
certain provisions of Sections 14(a) and 22(d) of the 1940 Act and Rules 19b-1
and 22c-1 thereunder, and the First Amendment thereto. In addition, we have
examined the Application for an Order of Exemption from certain provisions of
Sections 11(a) and 11(c) of the 1940 Act, and the First Amendment thereto,
which has been filed with the Commission by the Depositor; Equity Securities
Trust (Series 1, Signature Series and Subsequent Series), Mortgage Securities
Trust (CMO Series 1 and Subsequent Series), Municipal Securities Trust, Series
1 (and Subsequent Series) (including Insured Municipal Securities Trust, Series
1 (and Subsequent Series and 5th Discount Series and Subsequent Series)); New
York Municipal Trust (Series 1 and Subsequent Series); and A Corporate Trust
(Series 1 and Subsequent Series) on July 19, 1996.
We have not reviewed the financial statements, compilation of
the Securities held by the Trust, or other financial or statistical data
contained in the Registration Statement and the Prospectus, as to which you
have been furnished with the reports of the accountants appearing in the
Registration Statement and the Prospectus.
In addition, we have assumed the genuineness of all
agreements, instruments and documents submitted to us as originals and the
conformity to originals of all copies thereof submitted to us. We have also
assumed the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect
and enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of
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general application relating to or affecting the enforceability of creditors'
rights, and (ii) to limitations under equitable principles governing the
availability of equitable remedies.
We are not admitted to the practice of law in any
jurisdiction but the State of New York and we do not hold ourselves out as
experts in or express any opinion as to the laws of other states or
jurisdictions except as to matters of Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion
that under existing law:
(1) The Trust Agreements have been duly authorized and
entered into by an authorized officer of the Depositor and is a valid and
binding obligation of the Depositor in accordance with its terms.
(2) The execution and delivery of the Certificate evidencing
the Units has been duly authorized by the Depositor and such Certificate, when
executed by the Depositor and the Trustee in accordance with the provisions of
the Certificate and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in the Trust, will be entitled to the benefits of the Trust
Agreements, will conform in all material respects to the description thereof
for the Units as provided in the Trust Agreements and the Registration
Statement, and the Units will be fully paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus under the headings "Tax Status" and "Legal
Opinions". We authorize you to deliver copies of this opinion to the Trustee
and the Trustee may rely on this opinion as fully and to the same extent as if
it had been addressed to it.
This opinion is intended solely for the benefit of the
addressees and the Trustee in connection with the issuance of the Units of the
Trust and may not be relied upon in any other manner or by any other person
without our express written consent.
Very truly yours,
Battle Xxxxxx LLP
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