Common Contracts

5 similar null contracts by Corporate Asset Backed Corp, National Variable Life Insurance Account, Painewebber Managed Municipal Trust /Ny/, Scors Depositor Inc

December 23, 2003 SCORS Depositor Inc. Park Avenue Plaza 55 East 52nd Street New York, New York 10055 Re: SCORS Depositor Inc. Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as special tax...
Scors Depositor Inc • December 23rd, 2003

We have acted as special tax counsel for SCORS Depositor Inc., a Delaware corporation (the "Corporation"), in connection with the preparation of its registration statement on Form S-3 (the "Registration Statement") relating to the issuance from time to time in one or more series (each, a "Series") of trust certificates (the "Securities") that are registered on such Registration Statement. The Registration Statement has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). As set forth in the Registration Statement, each Series of Securities will be issued under and pursuant to the conditions of a trust agreement (each an "Agreement") among the Corporation and a trustee (the "Trustee") to be identified in the prospectus supplement for such Series of Securities.

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1 SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Corporate Asset Backed Corp • June 15th, 1999 • Asset-backed securities
SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Corporate Asset Backed Corp • March 31st, 1999 • Asset-backed securities
LETTERHEAD]
Painewebber Managed Municipal Trust /Ny/ • August 28th, 1998

We hereby consent to the filing of this consent as an exhibit to the registration statement on Form N-1A for the California Fund dated as of the date hereof (the "Registration Statement") and to the use of our name as counsel to the California Fund with respect to California law in the Registration Statement and the Prospectus for the California Fund.

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