Pre-Effective Pricing Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 487 Form S-6 to Effective Amendment 206± 869K
2: EX-99 Memorandum of Changes 1 6K
4: EX-99.2A Opinion Regarding Legality 2± 8K
3: EX-99.A1 Trust Agreement 49± 180K
7: EX-99.C2 Consent of Evaluator 1 6K
5: EX-99.C4A Opinion Regarding Federal Tax Status 4± 17K
6: EX-99.C4B Opinion Regarding New York Tax Status 2± 9K
8: EX-99.C4C Opinion Regarding U.K. Tax Status 6± 20K
EX-99.C4A — Opinion Regarding Federal Tax Status
CHAPMAN AND CUTLER LLP
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 31, 2008
First Trust Portfolios, L.P.
120 E. Liberty Drive, Suite 400
Wheaton, Illinois 60187
The Bank of New York Mellon
Unit Investment Trust Office
101 Barclay Street, Fl. 20W
New York, New York 10286
Re: FT 1900
Ladies/Gentlemen:
We have acted as counsel for First Trust Portfolios, L.P.,
depositor of FT 1900 (the "Fund"), in connection with the
issuance of units of fractional undivided interest in the Fund
(the "Units"), under a trust agreement dated December 31, 2008
(the "Indenture") among First Trust Portfolios L.P., as depositor
(the "Depositor") First Trust Advisors L.P., as supervisor, FTP
Services LLC, as FTPS Unit Servicing Agent and The Bank of New
York Mellon, as trustee (the "Trustee"). The Fund is comprised of
the following unit investment trusts: Dow(R) Target 5 1Q '09 -
Term 3/31/10; Dow(R) Target Dvd. 1Q '09 - Term 3/31/10; Global
Target 15 1Q '09 - Term 3/31/10; MSCI EAFE Target 20 1Q '09 - Term
3/31/10; Nasdaq(R) Target 15 1Q '09 - Term 3/31/10; NYSE(R) Intl.
Target 25 1Q '09 - Term 3/31/10; S&P Target 24 1Q '09 - Term
3/31/10; S&P Target SMid 60 1Q '09 - Term 3/31/10; Target 50/50
1Q '09 - Term 3/31/10; Target Divsd. Dvd. 1Q '09 - Term 3/31/10;
Target Dvd. Multi-Strat. 1Q '09 - Term 3/31/10; Target Dbl. Play
1Q '09 - Term 3/31/10; Target Growth 1Q '09 - Term 3/31/10; Target
Long-Term Growth 1Q '09 - Term 3/31/10; Target Mega-Cap 1Q '09 -
Term 3/31/10; Target Small-Cap 1Q '09 - Term 3/31/10; Target VIP
Cons. Eqty. 1Q '09 - Term 3/31/10; Value Line(R) Divsd. Target 40
1Q '09 - Term 3/31/10 and Value Line(R) Target 25 1Q '09 - Term
3/31/10 (each a "Trust" and collectively the "Trusts").
In this connection, we have examined the registration
statement and the prospectus for the Fund (the "Prospectus"), the
Indenture, and such other instruments and documents, as we have
deemed pertinent. For purposes of this opinion, we are assuming
that the Trusts will at all times be operated in accordance with
the Indenture and that the parties to the Indenture will at all
times fully comply with the terms of the Indenture. Failure to
operate the Trusts at all times in accordance with the Indenture
or failure to comply fully at all times with the terms of the
Indenture could result in federal income tax treatment different
from that described below.
You have informed us that the assets of each Trust will
consist of a portfolio as set forth in the Prospectus. All of the
assets of a Trust constitute the "Trusts Assets." You have not
requested us to examine, and accordingly we have not examined,
any of the Trust Assets and express no opinion as to the federal
income tax treatment thereof.
Based upon the foregoing and on the facts outlined in this
opinion, and upon an investigation of such matters of law as we
consider to be applicable:
(i) We are of the opinion that, under existing United
States Federal income tax law, the Trusts are not
associations taxable as corporations for Federal income tax
purposes but will be classified as a grantor trusts and will
be governed by the provisions of subchapter J (relating to
trusts) of chapter 1, of the Internal Revenue Code of 1986
(the "Code").
(ii) Section 671 of the Code provides that, where a
trust grantor is treated as the owner of any portion of a
trust, there shall then be included in computing the taxable
income and credits of the grantor those items of income,
deductions and credits against tax of the trust which are
attributable to that portion of the trust to the extent that
such items would be taken into account under the Code in
computing taxable income or credits against the tax of an
individual. Each Unit holder is treated as the owner of a
pro rata portion of their Trust under Section 676 of the
Code. Therefore, a Unit holder will be considered as owning
a pro rata share of each of the Trusts Assets in the
proportion that the number of Units held by him or her bears
to the total number of Units outstanding. We are of the
opinion that, under existing United States Federal income
tax law, (a) under subpart E, subchapter J of chapter 1 of
the Code, income of the Trust will be treated as income of
each Unit holder in the proportion described above, and an
item of Trust income will have the same character in the
hands of a Unit holder as it would have if the Unit holder
directly owned a pro rata portion of the Trusts assets and
(b) each Unit holder will be considered to have received his
or her pro rata share of income derived from each Trust
asset when such income would be considered to be received by
the Unit holder if the Unit holder directly owned a pro rata
portion of the Trust's assets.
(iii) Although the discussion in the Prospectus under
the heading "Federal Tax Status" does not purport to discuss
all possible United States federal income tax consequences
of the purchase, ownership and disposition of Units, in our
opinion, under existing United States Federal income tax
law, such discussion, taken as a whole, is an accurate
summary in all material respects, to the extent that the
discussion constitutes statements of law or legal
conclusions with respect to United States federal income tax
matters. In this regard, please note that (a) we have not
examined any of the Trusts Assets and we are therefore
unable to express an opinion, and we express no opinion as
to the federal income tax treatment thereof and (b) the
discussion under "Federal Tax Status" depends in part on the
facts peculiar to individual Unit holders of which we have
made no investigation and have no knowledge.
Our opinion is based on the Code, the regulations
promulgated thereunder and other relevant authorities and law,
all as in effect on the date hereof. Consequently, future
changes in the Code, the regulations promulgated thereunder and
other relevant authorities and law may cause the tax treatment of
the transaction to be materially different from that described
above. This opinion is given as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you
of any change in any matter set forth herein. Our opinion
represents only our legal judgment, is not a guarantee of a
result and, unlike a tax ruling, is binding neither on the
Internal Revenue Service nor a court of law, and has no official
status of any kind. The Internal Revenue Service or a court of
law could disagree with the opinion expressed herein. Although
we believe that, in a properly presented case, the opinion
expressed herein would be found to be correct if challenged,
there can be no assurance that this will be the case. In
evaluating these federal tax issues, we have not taken into
account the possibility that a tax return will not be audited,
that an issue will not be raised on audit, or that an issue will
be resolved through settlement if raised.
This opinion, as qualified herein, covers only the opinions
expressly contained herein, and we express no opinion with
respect to any other considerations which may arise relating to
the transaction, any other taxes or any other matters arising
under United States federal, state, local or foreign law.
The Committee on Legal Opinions of the American Bar
Association promulgated the "Third-Party Legal Opinion Report,
Including the Legal Opinion Accord," (the "ABA Guidelines") in
1991. Among other things the ABA Guidelines provide that
attorneys should not provide legal opinions as to matters of fact
or financial or economic forecasts (or similar predictions). In
this regard, matters discussed expressly or implicitly within
this letter which are determined to be matters of fact or
financial or economic forecasts (or similar predictions) should
be interpreted to be a confirmation of our understanding and a
statement of our belief rather than a legal opinion, regardless
of the language used.
Chapman and Cutler LLP does not and will not impose any
limitation on the disclosure of tax treatment or tax structure of
any transaction relating to this matter.
Very truly yours,
CHAPMAN AND CUTLER LLP
Dates Referenced Herein
This ‘487’ Filing | | Date | | Other Filings |
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| | |
Filed on / Effective on: | | 12/31/08 | | None on these Dates |
| List all Filings |
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