[XXXXX, XXXXXXX & XXXXX CO., L.P.A. letterhead]
May 30, 1997
Xxxxxxxx Capital Trust
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Gentlemen:
This letter is in response to your request for our opinion in connection
with the Form 24F-2 for the Trust for the fiscal year ended March 31, 1997.
We have examined a copy of (a) the Trust's Agreement and Declaration of
Trust and amendments thereto, (b) the Trust's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials, certificates of
officers and representatives of the Trust and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures on original documents submitted by us, the conformity to
executed documents of all unexecuted copies submitted to us and the conformity
to the original of all copies submitted to us as conformed or copied
documents.
Insofar as the opinions contained herein involve matters of laws of the
Commonwealth of Massachusetts, they are based solely on the opinion of Xxxxx,
Xxxxxxx, Xxxxx & Xxxxxx, a copy of which is attached hereto.
Based upon the foregoing, we are of the opinion that the shares of the
Trust, the registration of which the Form makes definite in number, if issued
in accordance with the Prospectuses and Statements of Additional Information
of the Trust, were legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Form referred to
above.
Very truly yours,
/s/Xxxxx, Xxxxxxx & Xxxxx Co., L.P.A.
XXXXX, XXXXXXX & XXXXX CO., L.P.A.
BCB/jh
