October 15, 1999
XXXXXXX XXXX LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
TEL: (000) 000-0000
FAX: (000) 000-0000
xxx.xxxxxxx.xxx
Boston, New York, Washington,
Los Angeles, Hartford, London
and Singapore
Xxxx, Xxxx & Xxxxx
Three First National Plaza
00 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Re: Xxxxxx Xxxxxxxx Rate Fund
-------------------------
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Xxxxxx Xxxxxxxx Rate
Fund, a Massachusetts business trust (the "Fund") in connection with the Fund's
Registration Statement on Form N-2 filed with the Securities and Exchange
Commission on August 17, 1999, as such Registration Statement is proposed to be
amended by Pre-Effective Amendment No. 1 (as proposed to be amended the
"Registration Statement"), with respect to certain of its Class A Common Shares,
par value $.01 per share (the "Class A Shares"), Class B Common Shares, par
value $.01 per share (the "Class B Shares"), Class C Common Shares, par value
$.01 per share (the "Class C Shares") and Class R Common Shares, par value $.01
per share (the "Class R Shares", such Class A Shares, Class B Shares, Class C
Shares and Class R Shares referred to collectively herein as the "Shares"). You
have requested that we deliver this opinion to you, as special counsel to the
Fund, for use by you in consideration with your opinion to the Fund with respect
to the Shares.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate dated as of a recent date of the Secretary of the
Commonwealth of Massachusetts as to the existence of the Fund;
(b) a copy, as filed with the Secretary of the Commonwealth of
Massachusetts on August 16, 1999, of the Fund's Amended and Restated
Declaration of Trust dated as of July 16, 1999 and a Certificate of
Amendment, dated September 15, 1999, to the Fund's Amended and Restated
Declaration of Trust (the "Declaration of Trust");
(c) a copy of the Fund's Certificate for the Establishment and
Designation of Classes designating the Class A Shares, Class B Shares,
Class C Shares and Class R Shares, as filed with Secretary of the
Commonwealth of Massachusetts on September 29, 1999 (the "Designation of
Classes");
Nuveen Floating Rate Fund
Xxxx, Xxxx & Xxxxx
October 15, 1999
Page 2
(d) a Certificate executed by Xxxxx X. Xxxxx, the Assistant Secretary
of the Fund, certifying as to, and attaching copies of, the Fund's
Declaration of Trust, Designation of Classes, By-Laws and certain
resolutions adopted by the Trustees of the Fund; and
(e) recent drafts of the prospectus and statement of additional
information included in the Registration Statement.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document. We have assumed that the Registration Statement, as filed with the
Securities and Exchange Commission, will be in substantially the form of the
drafts referred to in paragraph (e) above.
This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents. As to our opinion below relating to the due organization and
existence of the Fund, our opinion relies entirely upon and is limited by the
certificate referenced in paragraph (a) above.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts located in such
Nuveen Floating Rate Fund
Xxxx, Xxxx & Xxxxx
October 15, 1999
Page 3
Commonwealth, except that we express no opinion as to any Massachusetts
securities law.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that:
1. The Fund is duly organized and existing under the Fund's Declaration
of Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with the Fund's
Declaration of Trust, Designation of Classes and By-Laws and for the
consideration described in the Registration Statement, will be legally issued,
fully paid and non-assessable, except that, as set forth in the Registration
Statement, shareholders of the Fund may under certain circumstances be held
personally liable for its obligations.
We hereby consent to your reliance on this opinion in connection with your
opinion to the Fund with respect to the Shares, to reference our name in the
Registration Statement under the heading "Legal Opinions" and to the filing of
this opinion as an exhibit to the Registration Statement and an exhibit to any
filing made with respect to the Fund pursuant to Rule 462 under the Securities
Act of 1933, as amended.
Very truly yours,
/s/ Xxxxxxx Xxxx LLP
XXXXXXX XXXX LLP
