[LETTERHEAD]
January 19, 1990
Xxxx Xxxxxx Capital Growth Securities
Two World Trade Center
New York, New York 10048
Gentlemen:
Xxxx Xxxxxx Capital Growth Securities (the "Trust") is a trust created under
a written Declaration of Trust finally executed in Boston, Massachusetts on
December 8, 1989, (the "Trust Agreement"). The Trustees have the powers set
forth in the Trust Agreement, subject to the terms, provisions and conditions
therein provided. We have acted as special Massachusetts counsel for the Trust
with respect to the organization of the Trust, and in such capacity we are
furnishing you with this opinion.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such certificates, records and other documents as we have
deemed necessary or appropriate for the purpose of this opinion, including the
Trust Agreement. Copies of the Trust Agreement have been duly filed with the
Secretary of The Commonwealth of Massachusetts and the City Clerk of the City of
Boston. All filing requirements under the laws of Massachusetts have been
complied with (except that no opinion is expressed with respect to compliance
with the requirements of the Massachusetts Uniform Securities Act).
Under Article VI, Section 6.1 of the Trust Agreement, the beneficial
interest in the Trust is represented by an unlimited number of transferable
shares, $.01 par value. Under Article VI, Section 6.4, the Trustees are
empowered in their discretion to issue shares of beneficial interest to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best.
Based on the foregoing, and with respect to Massachusetts law (except that
no opinion is expressed with respect to compliance with the Massachusetts
Uniform Securities Act) only, to the extent that Massachusetts law may be
applicable and without reference to the laws of the other several states or of
the United States of America, we are of the opinion that, under existing law:
1. The Trust is a trust with transferable shares of beneficial
interest, organized in compliance with the laws of The Commonwealth of
Massachusetts, and the Trust Agreement is legal and valid.
2. Shares of beneficial interest which are registered under the
Securities Act of 1933, as amended, under a registration statement on
Form N-1A which the Trust has filed with the Securities and Exchange
Commission (the "Registration Statement") may be legally and validly issued
pursuant to the terms of the Underwriting Agreement and the Distribution
Agreement referred to in the Registration Statement upon receipt by the
Trust of payment in compliance with Article VI, Section 6.4 of the Trust
Agreement. We are further of the opinion that such shares when so issued
will be fully paid and nonassessable by the Trust.
We understand that Xxxxxxx Xxxxxx, Xxxxxxx, will rely on this opinion solely
in connection with his opinion to be filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to
such use of this opinion, and we also consent to the filing of this opinion with
the Securities and Exchange Commission.
Very truly yours,
/s/ Xxxxxx & Snow
