STROOCK
STROOCK
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January
26, 2010
|
|
Dreyfus
State Municipal Bond Funds
on behalf
of Dreyfus North Carolina Fund
000 Xxxx
Xxxxxx
New York,
New York 10166
Dreyfus
Municipal Funds, Inc.
on behalf
of Dreyfus AMT-Free Municipal Bond Fund
000 Xxxx
Xxxxxx
New York,
New York 10166
Ladies
and Gentlemen:
You have
requested our opinion as to certain Federal income tax consequences of the
reorganization contemplated by the Agreement and Plan of Reorganization between
Dreyfus State Municipal Bond Funds (the “Trust”), a Massachusetts business
trust, on behalf of Dreyfus North Carolina Fund (the “Fund”), and Dreyfus
Municipal Funds, Inc. (the “Company”), a Maryland corporation, on behalf of
Dreyfus AMT-Free Municipal Bond Fund (the “Acquiring Fund”). A copy
of the form of Agreement and Plan of Reorganization is included as Exhibit A to
the Company’s Registration Statement on Form N-14 (Registration No. 333-160931)
(the “Registration Statement”). You have advised us that each of the
Acquiring Fund and the Fund has qualified or will qualify as a “regulated
investment company” within the meaning of Subchapter M of the United States
Internal Revenue Code of 1986, as amended (the “Code”), for each of its fiscal
years of operation ending on or before or including the Closing
Date.
In
rendering this opinion, we have examined the Agreement and Plan of
Reorganization, the Registration Statement, and such other documents as we have
deemed necessary or relevant for the purpose of this opinion. In
issuing our opinion, we have relied upon statements and representations of the
Trust, on behalf of the Fund, and of the Company, on behalf of the Acquiring
Fund, made in the Registration Statement and to us for our use in rendering this
opinion. As to various questions of fact material to this opinion,
where relevant facts were not independently established by us, we have relied
upon statements of, and written information provided by, representatives of the
Fund and of the Acquiring Fund. We also have examined such matters of
law as we have deemed necessary or appropriate for the purpose of this
opinion. We note that our opinion is based on our examination of such
law, our review of the documents described above, the statements and
representations referred to above and in the Registration Statement and the
Agreement and Plan of Reorganization, the provisions of the Code, the
regulations, published rulings and announcements thereunder, and the judicial
interpretations thereof currently in effect. Any change in applicable
law or any of the facts and circumstances described in the Registration
Statement, or inaccuracy of any statements or representations on which we have
relied, may affect the continuing validity of our opinion.
Capitalized
terms not defined herein have the respective meanings given such terms in the
Agreement and Plan of Reorganization.
Based on
the foregoing, it is our opinion that for Federal income tax
purposes:
(a) the
transfer of all of the Fund’s assets to the Acquiring Fund in exchange solely
for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain
identified liabilities of the Fund, followed by the distribution by the Fund of
those Acquiring Fund Shares to Fund Shareholders in complete liquidation of the
Fund, will qualify as a “reorganization” within the meaning of Section 368(a) of
the Code, and each of the Fund and the Acquiring Fund will be “a party to a
reorganization”;
(b) no
gain or loss will be recognized by the Acquiring Fund upon the receipt of the
assets of the Fund in exchange solely for Acquiring Fund Shares and the
assumption by the Acquiring Fund of certain identified liabilities of the Fund
pursuant to the Reorganization;
(c) no
gain or loss will be recognized by the Fund upon the transfer of the Fund’s
assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and
the assumption by the Acquiring Fund of certain identified liabilities of the
Fund or upon the distribution (whether actual or constructive) of those
Acquiring Fund Shares to Fund Shareholders in exchange for their shares of the
Fund in liquidation of the Fund pursuant to the Reorganization;
(d) no
gain or loss will be recognized by Fund Shareholders upon the exchange of their
Fund shares for Acquiring Fund Shares pursuant to the
Reorganization;
(e) the
aggregate tax basis for Acquiring Fund Shares received by each Fund Shareholder
pursuant to the Reorganization will be the same as the aggregate tax basis of
the Fund shares held by such Shareholder immediately prior to the
Reorganization, and the holding period of those Acquiring Fund Shares received
by each Fund Shareholder will include the period during which the Fund shares
exchanged therefor were held by such Shareholder (provided the Fund shares were
held as capital assets on the date of the Reorganization); and
(f) the
tax basis of each Fund asset acquired by the Acquiring Fund will be the same as
the tax basis of such asset to the Fund immediately prior to the Reorganization,
and the holding period of each asset of the Fund in the hands of the Acquiring
Fund will include the period during which that asset was held by the
Fund.
No
opinion is expressed as to the effect of the Reorganization on (i) the Fund or
the Acquiring Fund with respect to any asset as to which any unrealized gain or
loss is required to be recognized for Federal income tax purposes at the end of
a taxable year (or on the termination or transfer thereof) under a
mark-to-market system of accounting, and (ii) any shareholder of the Fund that
is required to recognize unrealized gains and losses for Federal income tax
purposes under a mark-to-market system of accounting.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us in the Prospectus/Proxy Statement included
in the Registration Statement, and to the filing of this opinion as an exhibit
to any application made by or on behalf of the Acquiring Fund or any distributor
or dealer in connection with the qualification of the Acquiring Fund Shares
under the securities laws of any state or jurisdiction. In giving
such permission, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very
truly yours,
/s/
Stroock & Xxxxxxx & Xxxxx
LLP
STROOCK
& XXXXXXX & XXXXX LLP
