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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/25/05 S&P 500 Covered Call Fund Inc. N-2/A 14:2.2M RR Donnelley/FA S&P 500 Covered Call Fund Inc. |
Document/Exhibit Description Pages Size 1: N-2/A Pre-Effective Amendment No. 3 HTML 504K 2: EX-2.A.2 Articles of Amendment to Articles of Incorporation HTML 14K 3: EX-2.D Form of Stock Certificate HTML 21K 4: EX-2.E Form of Dividend Reinvestment Plan HTML 22K 5: EX-2.G.1 Form of Management Agreement HTML 58K 6: EX-2.G.2 Form of Subadvisory Agreement HTML 73K 7: EX-2.H.1 Form of Purchase Agreement HTML 186K 8: EX-2.J Form of Custodian Agreement HTML 263K 9: EX-2.K.1 Form of Nyse Listing Agreement HTML 28K 10: EX-2.K.3 Form of Stock Transfer Agency Agreement HTML 65K 11: EX-2.L Opinion and Consent of Venable LLP HTML 19K 12: EX-2.N Consent of Deloitte & Touche LLP HTML 8K 13: EX-2.P Certificate of Sole Shareholder HTML 12K 14: EX-2.R.3 Code of Ethics of Pea Capital LLC HTML 277K
| Opinion and Consent of Venable LLP |
[VENABLE LLP LETTERHEAD]
Exhibit (2)(l)
S&P 500® Covered Call Fund Inc.
4 World Financial Center
5th Floor
| Re: | Registration Statement on Form N-2 |
| 1933 Act File No. 333-120400 |
| 1940 Act File No. 811-21672 |
Ladies and Gentlemen:
We have acted as Maryland counsel to S&P 500® Covered Call Fund Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company (the “Company”), in connection with the sale and issuance of the shares (the “Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company to be issued in an underwritten initial public offering, covered by the above referenced Registration Statement, filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement, and all amendments thereto (the “Registration Statement”), relating to the Shares and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Securities and Exchange Commission under the 1933 Act and the 1940 Act;
2. The charter of the Company, as amended and restated (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board of Directors”) relating to the authorization of the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;
S&P 500® Covered Call Fund Inc.
Page 2
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Prior to the issuance of any of the Shares, the Board of Directors or a pricing committee of the Board of Directors will determine the number, and certain terms of issuance, of such Shares (the “Corporate Proceedings”).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
S&P 500® Covered Call Fund Inc.
Page 3
2. The issuance of the Shares has been duly authorized and, when and if delivered against payment therefor in accordance with the Resolutions and the Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, |
| /s/ Venable LLP |
| This ‘N-2/A’ Filing | Date | Other Filings | ||
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| Filed on: | 3/25/05 | None on these Dates | ||
| List all Filings | ||||