EXHIBIT 00
Xxxxxxxx, Xxxxx, Xxxxxxx & Xxxxx, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Direct dial: (000) 000-0000
October 16, 1998
Board of Trustees
Xxxxx Xxxxxxx Investment Company
000 X Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
RE: AGREEMENT AND PLAN OF REORGANIZATION FOR THE XXXXX XXXXXXX
INVESTMENT COMPANY, A MASSACHUSETTS BUSINESS TRUST (THE "TRUST"),
ON BEHALF OF THE FIXED INCOME II FUND (THE "ACQUIRING PORTFOLIO")
OF THE TRUST, AND ON BEHALF OF THE VOLATILITY CONSTRAINED BOND
FUND (THE "ACQUIRED PORTFOLIO") OF THE TRUST, DATED AS OF
NOVEMBER 20, 1998
Ladies and Gentlemen:
You have requested our opinion as to certain matters relating to the
reorganization of the Acquired Portfolio and the Acquiring Portfolio (the
"Reorganization") which is presently anticipated to occur on or about February
1, 1999. The Reorganization will involve the transfer of all the assets of the
Acquired Portfolio to the Acquiring Portfolio, and the assumption of the
liabilities of the Acquired Portfolio by the Acquiring Portfolio. In exchange
for the foregoing, Class S shares of the Acquiring Portfolio will be distributed
to shareholders of the Acquired Portfolio, following which the Acquired
Portfolio will be dissolved.
In rendering our opinion, we have reviewed and relied upon:
A. The Agreement and Plan of Reorganization, made as of November 19,
1998, by and between the Acquired Portfolio and the Acquiring Portfolio (the
"Agreement");
B. The registration statement and proxy materials filed by the Trust on
Form N-14 as provided to shareholders of the Acquired Portfolio in connection
with the Special Meeting in Lieu of Annual Meeting of Shareholders of the
Acquired Portfolio held November 19, 1998;
C. Certain representations concerning the Reorganization which will be
confirmed to us by the Acquired Portfolio and the Acquiring Portfolio in a
letter dated as of the business day before the closing date (the "Representation
Letter");
D. All other documents, financial and other reports and corporate minutes
which we deemed relevant or appropriate; and
E. A certificate of good standing issued by the Commonwealth of
Massachusetts; and
F. Such statutes, regulations, and interpretations of the U.S. Securities
and Exchange Commission as we deemed material to the rendition of this opinion.
All terms used herein, unless otherwise defined, are used as defined in the
Agreement.
We have assumed and will assume, and therefore not verify independently the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies. Other than our review of the documents set forth above, we have not
reviewed any other documents or made any independent investigation for the
purpose of rendering this opinion and we make no representations as to the scope
or sufficiency of our document review for your purpose.
Based on the foregoing and subject to the receipt of the Representation
Letter on the Closing Date in the form agreed by the Trust, and provided the
Reorganization is approved by the shareholders of the Trust and carried out in
accordance with the applicable laws of the Commonwealth of Massachusetts, the
Agreement, and the Representation Letter, it is our opinion that as of the date
hereof:
(1) The Trust will be a Massachusetts business trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts;
(2) The shares of the Acquired Portfolio outstanding at the Effective
Time of the Reorganization will be duly authorized, validly issued, fully paid
and non-assessable by the Acquired Portfolio, and to our knowledge no
shareholder of the Acquired Portfolio will have any option, warrant or
preemptive right to subscription or purchase with respect to the shares of the
Acquired Portfolio;
(3) The Agreement and the Transfer Documents will have been duly
authorized, executed and delivered by the Acquired Portfolio and will represent
its legal, valid and binding contracts or instruments, enforceable against the
Acquired Portfolio in accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and we express no opinion with respect to the application of
equitable principles in any proceeding, whether at law or in equity, or with
respect to the provisions of the Agreement intended to limit liability for
particular matters to the Acquired Portfolio and its assets;
(4) The execution and delivery of the Agreement will not, and the
consummation of the transactions contemplated by the Agreement will not, violate
the Trust Agreement or By-Laws of the Trust or any material agreement known to
us aa of this date to which the Trust is a party or by which the Trust is bound;
(5) To our knowledge, no consent, approval, authorization or order of
any court or governmental authority will be required for the consummation by the
Acquired Portfolio of the
transactions contemplated by the Agreement, except such as have been obtained
under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under
those Acts, and such as may be required under state securities laws;
(6) The Class S Shares of the Acquiring Portfolio to be delivered at
such time to the Acquired Portfolio as provided in the Agreement will be duly
authorized and upon delivery will be validly issued, fully paid and non-
assessable by the Acquiring Portfolio, and to our knowledge no shareholder of
the Acquiring Portfolio has any option, warrant or preemptive right to
subscription or purchase with respect to the shares of the Acquiring Portfolio;
(7) The Agreement will have been duly authorized, executed and
delivered by the Acquiring Portfolio and represents its legal, valid and binding
contract, enforceable against the Acquiring Portfolio in accordance with its
terms, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws relating to or affecting creditors' rights generally
and court decisions with respect thereto, and we express no opinion with respect
to the application of equitable principles in any proceeding, whether at law or
in equity, or with respect to the provisions of the Agreement intended to limit
liability for particular matters to the Acquiring Portfolio and its assets; and
(8) To our knowledge, no consent, approval, authorization or order of
any court or governmental authority will be required for the consummation by the
Acquiring Portfolio and the Acquired Portfolio of the transactions contemplated
by the Agreement, except such as have been obtained under the 1933 Act, the 1934
Act, the 1940 Act, the rules and regulations under those Acts and such as may be
required under state securities laws.
The foregoing opinions are given only with respect to laws, regulations or
orders which are presently in effect. We assume no obligation to update or
supplement this opinion to reflect any facts or circumstances which may
hereafter occur whether the same are retroactively or prospectively applied.
This opinion is being rendered to the Acquired Portfolio and the Acquiring
Portfolio and may be relied upon only by the Acquired Portfolio and the
Acquiring Portfolio and the shareholders of each and may not be published by the
Acquired Portfolio and the Acquiring Portfolio or relied upon in any respect by
any third party, without the prior written consent of a partner in this law
firm.
Very truly yours,
STRADLEY, RONON, XXXXXXX & YOUNG, LLP
Xxxxxx X. Xxxxxxxxxxx, a Partner
