March 27, 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 filing of Post-Effective Amendment No. 22 to the Trust's Registration
Statement.
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 on the foregoing, we are of the opinion that the shares of the Trust,
which are registered pursuant to the Amendment, if issued in accordance with the
Prospectuses and Statements of Additional Information of the Trust, will be
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 Amendment referred to
above.
Very truly yours,
XXXXX, XXXXXXX & XXXXX CO., L.P.A.
BCB:tms
