[Xxxxxx & Snow letterhead]
January 14, 1991
Xxxx Xxxxxx Multi-State Municipal Series Trust
Two World Trade Center
New York, New York 10048
Gentlemen:
Xxxx Xxxxxx Multi-State Municipal Series Trust (the "Trust") is a
trust created under a written Declaration of Trust finally executed in Boston,
Massachusetts on October 29, 1990 (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. The Trust Agreement has 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 (other than 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 not less than par value and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem best.
XXXXXX & SNOW
Xxxx Xxxxxx Multi-State Municipal
Series Trust
January 14, 1991
Page 2
By votes adopted December 11, 1990, the Trustees authorized the issuance
of the number of shares purchased by Xxxx Xxxxxx Xxxxxxxx Inc. as
Underwriter/Distributor, in accordance with its registration instructions, upon
receipt of payment therefor as provided in a Distribution Agreement between the
Trust and Xxxx Xxxxxx Xxxxxxxx Inc.
Based upon the foregoing, and with respect to Massachusetts law (other
than 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
(File No. 33-37562) which the Trust has filed with the Securities and Exchange
Commission (the "Registration Statement") and purchased by Xxxx Xxxxxx Xxxxxxxx
Inc. pursuant to the Distribution Agreement referred to in the December 11,
1990 vote of the Trustees described above, may be legally and validly issued
pursuant to the terms of such agreement 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 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 & Xxxx
