XXXXXX PEPPER & XXXXXXXXX
A Law Partnership Including
Professional Service Corporations
Direct Dial: (000) 000-0000
October 24, 1996
The Elite Group Trustees
Puget Sound Plaza Building, Suite 2144
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: The Elite Group
Rule 24f-2 Notice
Gentlemen:
In connection with the filing of a Rule 24f-2 Notice by
The Elite Group, a Massachusetts business trust (the "Trust"), and based on
our information regarding the books and records of the Trust, and assuming the
shares described below were issued in accordance with the terms of the
registration statement on Form S-1 filed under the Securities Act of 1933,
we are of the opinion that the 802,603 shares of the Elite Group Trust,
which were sold during the fiscal year ended September 30, 1996, were legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice being filed pursuant to the provisions of Rule 24f-2 under
the Investment Company Act of 1940.
Very truly yours,
\s\Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
JMG:pal
