Exhibit (i)(2)
[LOGO OF WILMERHALE]
September 17, 2007 x0 000 000 0000(t)
x0 000 000 0000(f)
xxxxxxxxxx.xxx
Barclays Foundry Investment Trust
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Barclays Foundry Investment Trust (the "Trust") was established as a Delaware
statutory trust under a Certificate of Trust dated May 15, 2007 (the
"Certificate of Trust") and an Agreement and Declaration of Trust dated May 17,
2007 (the "Declaration of Trust"). The beneficial interests thereunder are
represented by transferable shares of beneficial interest, no par value.
The Trustees have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions provided therein. Pursuant to Article II,
Section 2.01 of the Declaration of Trust, the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited,
and the Trustees are authorized to divide the shares into one or more series of
shares and one or more classes thereof as they deem necessary or desirable.
Pursuant to Article II, Section 2.02 of the Declaration of Trust, the Trustees
are empowered in their discretion to issue shares of any series for such amount
and type of consideration, including cash or securities, and on such terms as
the Trustees may authorize, all without action or approval of the shareholders.
As of the date of this opinion, the Trust consists of five series of shares of
beneficial interest, all of which are divided into classes as set forth on
Exhibit A.
We have examined the Certificate of Trust, the Declaration of Trust, the
By-Laws of the Trust as approved by the Board of Trustees of the Trust on
May 17, 2007, the Trust's Registration Statement on Form N-1A filed with the
Securities and Exchange Commission (the "Commission") on June 28, 2007 as to be
amended by pre-effective amendment to be filed with the Commission on
September 17, 2007 (the "Registration Statement"), and such other documents as
we have deemed necessary or appropriate for the purposes of this opinion,
including, but not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Trust records and other
instruments. In our examination of the above documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified of photostatic copies.
Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the rights and
remedies of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing and
(iii) duties and standards imposed on creditors and parties to contracts,
including, without limitation, requirements of good faith, reasonableness and
fair dealing. Further, we do not express any opinion as to (a) the availability
of the remedy of specific performance or any other equitable remedy upon breach
of any provision of any agreement whether applied by a court of
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000
Baltimore Beijing Berlin Boston Brussels London New York Oxford Palo
Alto Waltham Washington
[LOGO OF WILMERHALE]
Barclays Foundry Investment Trust
September 17, 2007
Page 2
law or equity, (b) the successful assertion of any equitable defense, or
(c) the right of any party to enforce the indemnification or contribution
provisions of any agreement.
In rendering the opinion below, insofar as it relates to the good standing and
valid existence of the Trust, we have relied solely on a certificate of the
Secretary of State of the State of Delaware, dated as of a recent date, and
such opinion is limited accordingly and is rendered as of the date of such
certificate.
This opinion is limited to the Delaware Statutory Trust Act statute (which for
this purpose includes applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws), and we express no opinion
with respect to the laws of any other jurisdiction or to any other laws of the
State of Delaware. Further, we express no opinion as to compliance with any
state or federal securities laws, including the securities laws of the State of
Delaware.
Subject to the foregoing, we are of the opinion that the Trust is a duly
organized and validly existing statutory trust in good standing under the laws
of the State of Delaware and that the shares of beneficial interest of the
Trust, when issued in accordance with the terms, conditions, requirements and
procedures set forth in the Declaration of Trust and the Trust's Registration
Statement on Form N-1A will constitute legally and validly issued, fully paid
and non-assessable shares of beneficial interest in the Trust, subject to
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
the Investment Company Act of 1940, as amended, and the applicable state laws
regulating the sale of securities.
We are opining only as to the specific legal issues expressly set forth herein,
and no opinion should be inferred as to any other matters. We are opining on
the date hereof as to the law in effect on the date hereof, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments that might affect any matters or
opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Form N-1A and to the use of our name therein. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
[LOGO OF WILMERHALE]
Barclays Foundry Investment Trust
September 17, 2007
Page 3
Sincerely yours,
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx, Partner
[LOGO OF WILMERHALE]
Barclays Foundry Investment Trust
September 17, 2007
Page 4
Exhibit A
Series Class
------ -----
LifePath(R) Index 2010 Portfolio Class S
LifePath(R) Index 2020 Portfolio Class S
LifePath(R) Index 2030 Portfolio Class S
LifePath(R) Index 2040 Portfolio Class S
LifePath(R) Index Retirement Portfolio Class S
