Exhibit 23(i)2
XXXXXX XXXX & XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS
TWO STAMFORD PLAZA
000 XXXXXXX XXXXXXXXX
XXXXXXXX, XX. 0000-0000
(000) 000-0000
FACSIMILE
(000) 000-0000
(000) 000-0000
February 12, 1999
First Investors Multi-State
Insured Tax Free Fund
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: First Investors Multi-State Insured
Tax Free Fund Connecticut Series
--------------------------------
Gentlemen:
You have requested our opinion regarding the taxability of
certain distributions from the First Investors Connecticut Insured Tax Free
Series (the "Connecticut Series"), a separate, designated series of the First
Investors Multi-State Insured Tax Free Fund (the "Fund"), for purposes of the
Connecticut personal income tax in the case of individual investors and the
corporation business tax in the case of corporate investors.
You have advised us that the Connecticut Series will invest
primarily in tax-exempt obligations issued by or on behalf of the State of
Connecticut, its municipal governments and public authorities ("Connecticut
Obligations"), and tax-exempt obligations issued by territories and possessions
of the United States or of other states, their municipal governments and public
authorities, the interest of which is exempt from Federal income taxes ("Other
Exempt Obligations").
The Fund is an open-end management company organized as a
business trust under the laws of the Commonwealth of Massachusetts. You have
advised us that the Connecticut Series intends to qualify and thereafter
continue to qualify as a regulated investment company as defined in Section 851
of the Internal Revenue Code of 1986, as amended (the "Code"), and be eligible
to pay "exempt-interest dividends" as provided in Section 852(b)(5) of the Code.
XXXXXX XXXX & XXXXXX LLP
First Investors Multi-State -2- February 12, 1999
Insured Tax Free Fund
In furnishing this opinion, we have reviewed such provisions of
Connecticut law as we deemed appropriate. In addition, we have reviewed the
Fund's Amended and Restated Declaration of Trust dated September 22, 1994, the
Prospectus for the Fund dated April 30, 1998, and the Statement of Additional
Information dated April 30, 1998.
We have assumed for purposes of this opinion that the Connecticut
Series will qualify for treatment as a regulated investment company under
Subchapter M of the Code.
Based upon the foregoing, we are of the opinion that under
existing law applicable to shareholders of the Connecticut Series:
1. Shareholders of the Connecticut Series who are otherwise
subject to the Connecticut personal income tax imposed on individuals will not
be subject to such tax on distributions with respect to shares of the
Connecticut Series to the extent that such distributions qualify as either (a)
"exempt-interest dividends" (as defined in Section 852(b)(5) of the Code)
attributable to interest on Connecticut Obligations or (b) "exempt dividends"
for Connecticut income tax purposes.
2. Shareholders of the Connecticut Series who are otherwise
subject to the Connecticut personal income tax will be subject to such tax on
distributions with respect to shares of the Connecticut Series to the extent
that such distributions are other than (i) distributions that are "exempt
interest dividends" for federal income tax purposes attributable to interest on
Connecticut Obligations or (ii) "exempt dividends" for Connecticut income tax
purposes.
3. Shareholders of the Connecticut Series that are otherwise
subject to the Connecticut corporation business tax computed on the net income
basis must include in income distributions with respect to shares of the
Connecticut Series and gains resulting from the redemption or sale of shares of
the Connecticut Series. However, such shareholders, if they own less than 20
percent of the shares of the Connecticut Series, may deduct in computing net
income 70 percent of such distributions with respect to their shares of the
Connecticut Series that qualify as dividends under Section 316 of the Code. Such
shareholders who own 20 percent or more of such shares may deduct, in computing
net income, 100 percent of such distributions.
We have not examined any of the obligations to be acquired by the
Connecticut Series and express no opinion as to whether such obligations,
interest thereon, or gain from the sale or other disposition thereof are in fact
exempt from any Federal or Connecticut taxes. Moreover, we express no opinion as
to whether distributions with respect to the Connecticut Series that are
attributable to interest on Other Exempt Obligations, the taxation of which is
prohibited by federal law, are subject to the Connecticut personal income tax.
We consent to the inclusion of this opinion as an exhibit to the
post-Effective Amendment No. 23 to the Fund's Registration Statement filed with
the Securities and Exchange
XXXXXX XXXX & XXXXXX LLP
First Investors Multi-State -3- February 12, 1999
Insured Tax Free Fund
Commission and the applications and registration statements filed in accordance
with the securities laws of the several states in which shares of the
Connecticut Series are to be offered, and we further consent to the reference in
the Prospectus to the fact that this opinion has been rendered.
Very truly yours,
XXXXXX XXXX & XXXXXX LLP
By: /s/ Xxxxxxx Xxxxxxx
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RCS/dpm
