Simpson Thacher & Bartlett LLPMerger Agreement • September 9th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc.
We refer to the Agreement and Plan of Merger, dated as of September 9, 2024 (the “Merger Agreement”), between ClearBridge MLP and Midstream Fund Inc., a Maryland corporation (the “Acquired Fund”), and ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation (the “Acquiring Fund”). Pursuant to the Merger Agreement, the Acquired Fund will merge with and into the Acquiring Fund (the “Merger”), with the Acquiring Fund continuing as the surviving corporation. The time at which the Merger becomes effective pursuant to Section 1.3 of the Merger Agreement is hereafter referred to as the “Effective Time.” We have acted as U.S. counsel to the Acquired Fund and the Acquiring Fund in connection with the Merger, and this opinion is being delivered pursuant to Section 7.5 of the Merger Agreement.
