Law Offices
Xxxxxxxx, Xxxxx, Xxxxxxx & Xxxxx, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
(000) 000-0000
Direct Dial: (000) 000-0000
October 29, 1998
Weston Portfolios
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Legal Opinion-Securities Act of 1933
Ladies and Gentlemen:
We have examined the Trust Agreement (the "Agreement") dated March 20,
1990, of Weston Portfolios1 (the "Trust"), a business trust organized under the
laws of the Commonwealth of Massachusetts, the By-Laws of the Trust, and the
resolutions adopted by the Trust's Board of Trustees organizing the business of
the Trust, all as amended to date, and the various pertinent proceedings we deem
material. We have also examined the Notification of Registration and the
Registration Statements filed under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the "Securities Act")
by the Trust and its corporate predecessor, all as amended to date, as well as
other items we deem material to this opinion.
The Trust is authorized by the Agreement to issue an unlimited number of
shares of beneficial interest with a par value of $0.01, in one or more
sub-Trusts, and in such classes as the Trustees shall authorize. The Trust
issues shares of the sub-Trusts identified in its prospectus pursuant to the
provisions of the Agreement authorizing the Trustees to designate such
sub-Trusts and classes, and authorizing the Trustees to allocate shares of
beneficial interest to each such sub-Trust or class. The Declaration of Trust
also empowers the Trustees to designate any additional series or classes and
allocate shares to such series or classes.
The Trust has filed with the U.S. Securities and Exchange Commission (the
"Commission"), a Registration Statement under the Securities Act, which
Registration Statement is deemed to register an indefinite number of shares of
the Trust pursuant to the provisions of Rule 24f-2 under the Investment Company
Act. You have further advised us that the Trust has filed, and each year
hereafter will timely file, a Notice pursuant to Rule 24f-2 perfecting the
registration of the shares sold by the Trust during each fiscal year during
which such registration of an indefinite number of shares remains in effect.
You have also informed us that the shares of the Trust have been, and will
continue to be, sold in accordance with the Trust's usual method of distributing
its registered shares, under which prospectuses are made available for delivery
to offerees and purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, so long as the Trust
remains a valid and subsisting trust under the laws of the State of
Massachusetts, and the registration of an indefinite number of shares of the
Trust remains effective, the authorized shares of the Trust when issued for the
consideration set by the Board of Trustees pursuant to the Agreement, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Agreement and the laws
of the State of Massachusetts.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Trust, and any amendments thereto, covering the
registration of the shares of the Trust under the Securities Act and the
applications, registration statements or notice filings, and amendments thereto,
filed in accordance with the securities laws of the several states in which
shares of the Trust are offered, and we further consent to reference in the
registration statement of the Trust to the fact that this opinion concerning the
legality of the issue has been rendered by us.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX,
LLP
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
SMF
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1 We have been advised that the Trust proposes to amend its name to be "New
Century Portfolios" effective on or about November 1, 1998.
