[XXXX & XXXXXXX LETTERHEAD]
January 26, 1996
Mr. X. Xxxxxxx Xxxxxxxx
President
The Palladian Trust
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Dear Xx. Xxxxxxxx:
The Palladian Trust (the "Trust") is a Massachusetts business trust created
under a written Agreement and Declaration of Trust (the "Declaration") dated
August 27, 1993, and filed with the Secretary of the Commonwealth of
Massachusetts on September 8, 1993, pursuant to Chapter 182 of the General Laws
of the Commonwealth of Massachusetts.
Based on our examination of the relevant documents contained in the Trust's
registration statement, and in reliance upon certain exhibits to that
registration statement including the Declaration, and assuming that the shares
of beneficial interest in the Trust (the "Shares") will be issued in accordance
with the registration statement and the Declaration, and that any appropriate
action will be taken to qualify the sale of the Shares under applicable state
laws, we are of the opinion that the Shares will be legally issued, fully paid,
and nonassessable by the Trust, except as described in the Trust prospectus
under the heading "Capitalization."
Mr. X. Xxxxxxx Xxxxxxxx
January 26, 1996
Page 2
We consent to the filing of this opinion as an exhibit to post-
effective amendment no. 1 to the Trust registration statement.
Yours truly,
XXXX & XXXXXXX
By:/s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
CEP/dd
