[LETTERHEAD]
October 4, 1988
Xxxx Xxxxxx Intermediate Income Securities
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
Xxxx Xxxxxx Intermediate Income Securities (the "Trust") is a trust
created under a written Declaration of Trust finally executed in Boston,
Massachusetts on September 1, 1988, (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.
XXXXXX & SNOW
Xxxx Xxxxxx Intermediate
Income Securities -2- October 4, 1988
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 to be 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 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
