BATTLE XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
September 23, 1998
XxXxxxxxxx, Piven, Xxxxx Securities, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx & Tang Distributors, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: XxXxxxxxxx, Piven, Xxxxx Family of Trusts, The Pinnacle Trust
-------------------------------------------------------------
Dear Sirs:
We have acted as special counsel for XxXxxxxxxx, Piven, Xxxxx
Securities, Inc. and Xxxxx & Xxxx Distributors, Inc., as Depositors, Sponsors
and Principal Underwriters (collectively, the "Depositors") of XxXxxxxxxx,
Piven, Xxxxx Family of Trusts, The Pinnacle Trust (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").
756754.1
2
XxXxxxxxxx, Piven, Xxxxx Securities, Inc.
Xxxxx & Tang Distributors, Inc.
September 23, 1998
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 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- 60915) 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
XxXxxxxxxx, Piven, Xxxxx Securities, 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 Certificate of Incorporation, the
Certificates of Amendment of the Certificate of Incorporation and the Bylaws of
XxXxxxxxxx, Piven, Xxxxx Securities, Inc.; and (h) a certificate of an
authorized officer of Xxxxx & Xxxx 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
& Tang Distributors L.P.(the predecessor to Xxxxx & Xxxx 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 & Tang 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 & Tang 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
756754.1
3
XxXxxxxxxx, Piven, Xxxxx Securities, Inc.
Xxxxx & Xxxx Distributors, Inc.
September 23, 1998
Prospectus, as to which you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus.
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 are 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.
756754.1
4
XxXxxxxxxx, Piven, Xxxxx Securities, Inc.
Xxxxx & Tang Distributors, Inc.
September 23, 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,
/s/
Battle Xxxxxx LLP
756754.1
