MAYER, BROWN, XXXX & MAW
000 Xxxxx Xx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
main telephone
(000) 000-0000
main fax
(000) 000-0000
September 9, 2002
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization for the Combination of
Substantially All of the Assets of Xxxxxx Xxxxxxx Select Municipal
Reinvestment Fund with the Assets of Xxxxxx Xxxxxxx Tax-Exempt
Securities Trust in Exchange for Stock of Tax-Exempt, dated as of
[July 25, 2002] (the "Reorganization Agreement")
Ladies and Gentlemen:
We have acted as counsel to Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
("Tax-Exempt"), a Massachusetts business trust, and Xxxxxx Xxxxxxx Select
Municipal Reinvestment Fund ("Municipal Reinvestment"), a Massachusetts business
trust, in connection with the proposed combination of substantially all of the
assets of Municipal Reinvestment with those of Tax-Exempt in exchange for Class
A shares of Tax-Exempt and certain other transactions related thereto pursuant
to and in accordance with the terms of the Reorganization Agreement (the
"Reorganization"). You have requested that we provide an opinion regarding the
treatment of the Reorganization under the Internal Revenue Code of 1986, as
amended (the "Code"), and the accuracy of the tax disclosures in the proxy
statement and prospectus (the "Proxy Statement/Prospectus") accompanying the
Form N-14 Registration Statement.
In connection with rendering these opinions, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Form N-14 Registration Statement for the
Reorganization, and the Proxy Statement/Prospectus and other documents,
exhibits, attachments and schedules contained therein, (iii) written
representations of Xxxxxx Xxxxxxx Investment Advisors Inc. ("the "Advisor")
concerning certain facts underlying and relating to the Reorganization set forth
in a letter dated September 9, 2002, and (iv) such other documents and
materials as we have deemed necessary or appropriate for purposes of the
opinions set forth below. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We Operate
in Combination with our Associated English Partnership in the
Offices Listed Below.
Brussels Charlotte Chicago Cologne Frankfurt Houston London
Los Angeles Manchester New York Palo Alto Xxxxx Xxxxxxxxxx
INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw
To the Persons Listed on
Schedule I Attached Hereto
[date]
Page 2
copies. We have not made an independent investigation of the facts set forth
either in the Form N-14 Registration Statement, the Reorganization Agreement or
any other documents that we have examined. We consequently have assumed in
rendering these opinions that the information presented in such documents or
otherwise furnished to us accurately and completely describes in all material
respects all facts relevant to the Reorganization.
We have also assumed for purposes of rendering our opinions (i) the
accuracy of, and material compliance with, the representations of the Advisor
set forth in the letter referred to above, (ii) the accuracy of, and material
compliance with, the representations, warranties, covenants and agreements of
Tax-Exempt and Municipal Reinvestment made in the Reorganization Agreement, and
(iii) that there are no agreements or understandings other than those of which
we have been informed that would affect our conclusions set forth below.
The opinions set forth below are based on the Code, the legislative history
with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinions may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinions could affect the
conclusions set forth below.
In addition, the opinions expressed herein are given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinions set
forth below.
Based on the foregoing, we are of the opinions that, for federal income tax
purposes:
1. The summaries of United States federal income tax consequences set forth
in the Proxy Statement/Prospectus under the headings Synopsis -- Tax
Consequences of the Reorganization, The Reorganization -- The Board's
Consideration and The Reorganization -- Tax Aspects of the Reorganization are
accurate in all material respects as to matters of law and legal conclusions.
2. The transfer of Municipal Reinvestment's assets in exchange for the
Tax-Exempt Shares(1) and the assumption by Tax-Exempt of certain stated
liabilities of Municipal
---------------------
(1) Capitalized terms used herein without definition have the meanings ascribed
to them in the Reorganization Agreement.
Mayer, Brown, Xxxx & Maw
To the Persons Listed on
Schedule I Attached Hereto
[date]
Page 3
Reinvestment followed by the distribution by Municipal Reinvestment of the
Tax-Exempt Shares to Shareholders in exchange for their Municipal Reinvestment
shares pursuant to and in accordance with the terms of the Reorganization
Agreement will constitute a "reorganization" within the meaning of section
368(a)(1)(C) of the Code, and Municipal Reinvestment and Tax-Exempt will each be
a "party to a reorganization" within the meaning of section 368(b) of the Code.
3. No gain or loss will be recognized by Tax-Exempt upon receipt of the
assets of Municipal Reinvestment solely in exchange for Tax-Exempt Shares and
the assumption by Tax-Exempt of the stated liabilities of Municipal
Reinvestment.
4. No gain or loss will be recognized by Municipal Reinvestment upon the
transfer of the assets of Municipal Reinvestment to Tax-Exempt in exchange for
the Tax-Exempt Shares and the assumption by Tax-Exempt of the stated liabilities
or upon the distribution of the Tax-Exempt Shares to Shareholders in exchange
for their Municipal Reinvestment shares.
5. No gain or loss will be recognized by Shareholders upon the exchange of
the Municipal Reinvestment shares for the Tax-Exempt Shares.
6. The aggregate tax basis for the Tax-Exempt Shares received by each of
the Shareholders pursuant to the Reorganization will be the same as the
aggregate tax basis of the Municipal Reinvestment shares held by each such
Shareholder immediately prior to the Reorganization.
7. The holding period of the Tax-Exempt Shares to be received by each
Shareholder will include the period during which the shares of Municipal
Reinvestment surrendered in exchange therefore were held (provided such shares
in Municipal Reinvestment are held as capital assets on the date of the
Reorganization).
8. The tax basis of the assets of Municipal Reinvestment acquired by
Tax-Exempt will be the same as the tax basis of such assets to Municipal
Reinvestment immediately prior to the Reorganization.
9. The holding period of the assets of Municipal Reinvestment in the hands
of Tax-Exempt will include the period during which those assets were held by
Municipal Reinvestment.
These opinions are being provided to you solely in connection with the
filing of the Registration Statement for the Reorganization. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished
to any other person without our prior written consent.
Mayer, Brown, Xxxx & Maw
To the Persons Listed on
Schedule I Attached Hereto
[date]
Page 4
We hereby consent to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and to all references to this firm under the headings
Synopsis -- Tax Consequences of the Reorganization and The Reorganization -- Tax
Aspects of the Reorganization in the Proxy Statement/Prospectus.
Sincerely,
Mayer, Brown, Xxxx & Maw
JRB/KRA
SCHEDULE I
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Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx Select Municipal Reinvestment Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Xxxxx x Xxxxx, S.C.
Mayer, Brown, Xxxx & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the
offices listed above.
