BATTLE XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
July 16, 1998
Xxxxx & Tang Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Equity Securities Trust, Series 19,
Signature Series, Zacks All-Star Analysts Trust IV
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Dear Sirs:
We have acted as special counsel for Xxxxx & Xxxx Distributors, Inc., as
Depositor, Sponsor and Principal Underwriter (collectively, the "Depositor") of
Equity Securities Trust, Series 19, Signature Series, Zacks All-Star Analysts
Trust IV (the "Trust") in connection with the issuance by the Trust of units of
fractional undivided interest (the "Units") in the Trust. Pursuant to the Trust
Agreements referred to below, the Depositor has transferred to the Trust certain
securities and contracts to purchase certain securities together with an
irrevocable letter of credit to be held by the Trustee upon the terms and
conditions set forth in the Trust Agreement. (All securities to be acquired by
the Trust are collectively referred to as the "Securities").
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreement, each of even date herewith, relating to the Trust (collectively
the "Trust Agreements") among the Depositor and The Chase Manhattan Bank, as
Trustee; (b) the Notification of Registration on Form N-8A and the
317062.1
Xxxxx & Xxxx Distributors, Inc.
July 16, 1998
Registration Statement on Form N-8B-2, as amended, relating to the Trust, as
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (Registration No. 333-57245) filed with the Commission
pursuant to the Securities Act of 1933 (the "1933 Act"), and all Amendments
thereto (said Registration Statement, as amended by said Amendment(s) being
herein called the "Registration Statement"); (d) the proposed form of final
Prospectus (the "Prospectus") relating to the Units, which is expected to be
filed with the Commission this day; (e) certified resolutions of the Board of
Directors of the Depositor authorizing the execution and delivery by the
Depositor of the Trust Agreement and the consummation of the transactions
contemplated thereby; (f) the Certificate of Incorporation of the Depositor; and
(g) a certificate of an authorized officer of the Depositor with respect to
certain factual matters contained therein.
We have examined the Order of Exemption from certain provisions of Sections
11(a) and 11(c) of the 1940 Act, filed on behalf of Xxxxx & Tang Distributors
L.P. (the predecessor to Xxxxx & Xxxx Distributors, Inc.); Equity Securities
Trust (Series 1, Signature Series and Subsequent Series), Mortgage Securities
Trust (CMO Series 1 and Subsequent Series), Municipal Securities Trust, Series 1
(and Subsequent Series) (including Insured Municipal Securities Trust, Series 1
(and Subsequent Series and 5th Discount Series and Subsequent Series)); New York
Municipal Trust (Series 1 and Subsequent Series); and A Corporate Trust (Series
1 and Subsequent Series) granted on October 9, 1996. In addition, we have
examined the Order of Exemption from certain provisions of Sections 2(a)(32),
2(a)(35), 22(d) and 26(a)(2) of the 1940 Act and Rule 22C-1 thereunder, filed on
behalf of Xxxxx & Tang Distributors L.P.; Equity Securities Trust; Mortgage
Securities Trust; Municipal Securities Trust (including Insured Municipal
Securities Trust); New York Municipal Trust; A Corporate Trust; Schwab Trusts;
and all presently outstanding and subsequently issued series of these trusts and
all subsequently issued series of unit investment trusts sponsored by Xxxxx &
Tang Distributors L.P. granted on October 29, 1997.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the Prospectus, as to which you have been
furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements, instruments
and documents submitted to us as originals and the conformity to originals of
all copies thereof submitted to us. We have also assumed the genuineness of all
signatures and the legal capacity of all persons executing agreements,
instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application
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Xxxxx & Xxxx Distributors, Inc.
July 16, 1998
relating to or affecting the enforceability of creditors' rights, and (ii) to
limitations under equitable principles governing the availability of equitable
remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into by an
authorized officer of the Depositor and are valid and binding obligations of the
Depositor in accordance with their respective terms.
(2) The registration of the Units on the registration books of the Trust by
the Trustee has been duly authorized by the Depositor in accordance with the
provisions of the respective Trust Agreement and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreement, will conform in
all material respects to the description thereof for the Units as provided in
the Trust Agreement and the Registration Statement, and the Units will be fully
paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the Trustee
may rely on this opinion as fully and to the same extent as if it had been
addressed to it.
This opinion is intended solely for the benefit of the addressees and the
Trustee in connection with the issuance of the Units of the Trust and may not be
relied upon in any other manner or by any other person without our express
written consent.
Very truly yours,
Battle Xxxxxx LLP
317062.1
