BATTLE XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
October 28, 1996
Glickenhaus & Co.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: GLICKENHAUS SPECIAL SITUATIONS TRUST, SERIES 1
Duke & Company Tax Free Portfolios -
National Insured Trust
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Dear Sirs:
We have acted as special counsel for Glickenhaus & Co. , as
Depositor, Sponsor and Principal Underwriter of GLICKENHAUS SPECIAL SITUATIONS
TRUST, SERIES 1, Duke & Company Tax Free Portfolio National Insured Trust (the
"Trust") in connection with the issuance by the Trust of 5,000 units of
fractional undivided interest (collectively, the "Units") in the Trust.
Pursuant to the Trust Agreement referred to below, the Depositor has
transferred to the Trust certain long-term bonds and contracts to purchase
certain long-term bonds together with an irrevocable letter of credit to be
held by the Trustee upon the terms and conditions set forth in the Trust
Agreement. (All bonds to be acquired by the Trust are collectively referred to
as the "Bonds").
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 (the "Trust Agreements") among the Depositor, the Bank of New York, as
Trustee, and Xxxxxx Data Corporation, as Evaluator; (b) the notification of
registration on Form N-8A and the Registration Statement on 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.
333-10371)
C/M: 10726.0076 407560.1
2
Glickenhaus & Co.
October 28, 1996
filed with the Commission pursuant to the Securities Act of 1933 (the "1933
Act"), and Amendment No. 1 thereto (said Registration Statement, as amended by
said Amendment No. 1, 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) the Restated
Agreement of Limited Partnership of Glickenhaus & Co.; and (f) a certificate of
an authorized officer or partner of the Depositor with respect to certain
factual matters contained therein.
We have also examined the applications for orders of
exemption from certain provisions of the 1940 Act, and the amendments thereto,
filed with the Commission on May 23, 1978 (file no. 812-4315), on November 7,
1978 (file no. 812-4389), on September 10, 1980 (file no. 812-4334) and on
November 9, 1984 (file no. 812-5980) and the related orders issued by the
Commission with respect thereto on June 20, 1978, January 10, 1979, December
31, 1980 and February 22, 1985, respectively.
We have not reviewed the financial statements, compilation of
the Bonds 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.
In addition, with respect to the opinion set forth in
paragraph (1) below, and insofar as that opinion relates to Glickenhaus & Co.,
we have relied, with their approval, on the opinion of Xxxxxx Xxxxxxxxxx
Xxxxxxx Syracuse & Hirsctritt dated of even date herewith.
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 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.
C/M: 10726.0076 407560.1
3
Glickenhaus & Co.
October 28, 1996
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 or General Partner of the Depositor and
are valid and binding obligations of the Depositor in accordance with their
terms.
(2) The execution and delivery of the Certificates evidencing
the Units has been duly authorized by the Depositor and such Certificates, when
executed by the Depositor and the Trustee in accordance with the provisions of
the Certificates and the 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 Duke & Company Inc. and the Trustee and Duke & Company Inc. 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
addressee 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
C/M: 10726.0076 407560.1
