BATTLE XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
July 7, 1998
Xxxxxxx Xxxxxx & Co., Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxx & Xxxx Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Schwab Trusts, Schwab Ten Trust, 1998 Series B
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Dear Sirs:
We have acted as special counsel for Xxxxxxx Xxxxxx & Co., Inc. and Xxxxx &
Tang Distributors, Inc., as Depositors, Sponsors and Principal Underwriters
(collectively, the "Depositors") of Schwab Trusts, Schwab Ten Trust, 1998 Series
B (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 Depositors have 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 Agreements. (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
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Xxxxxxx Xxxxxx & Co., Inc.
Xxxxx & Tang Distributors, Inc.
July 7, 1998
Indenture and Agreement and related Reference Trust Agreement, each of even date
herewith, relating to the Trust (collectively the "Trust Agreements") among the
Depositors and The Chase Manhattan Bank, as Trustee; (b) the Notification of
Registration on Form N-8A and the 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.
333-53675) 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 Xxxxx & Xxxx Distributors, Inc. and of
the Board of Directors of Xxxxxxx Xxxxxx & Co., Inc. authorizing the execution
and delivery by the Depositors of the Trust Agreements and the consummation of
the transactions contemplated thereby; (f) the Certificate of Incorporation of
Xxxxx & Tang Distributors, Inc.; (g) the Restated Articles of Incorporation, the
Certificate of Amendment of Articles of Incorporation and the Amended and
Restated Bylaws of Xxxxxxx Xxxxxx & Co., Inc.; and (h) a certificate of an
authorized officer of Xxxxx & Tang Distributors, Inc. 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 & Xxxx Distributors
L.P.(the predecessor to Xxxxx & Tang 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 & Xxxx 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 &
Xxxx 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.
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Xxxxxxx Xxxxxx & Co., Inc.
Xxxxx & Tang Distributors, Inc.
July 7, 1998
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 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 each of the Depositors and is a valid and binding
obligation of the Depositors 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 Depositors in accordance with the
provisions of the Trust Agreements and issued for the consideration contemplated
therein, will constitute fractional undivided interests in the Trust, will be
entitled to the benefits of the Trust Agreements, and will conform in all
material respects to the description thereof contained in the Prospectus. Upon
payment of the consideration for the Units as provided in the Trust Agreements
and the Registration Statement, 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.
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Xxxxxxx Xxxxxx & Co., Inc.
Xxxxx & Tang Distributors, Inc.
July 7, 1998
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
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