Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment 98 416K
2: EX-27.CMO-SERIES12(I Article 6 FDS 2± 10K
3: EX-27.CMO-SERIES15(I Article 6 FDS 2± 10K
4: EX-27.CMO-SERIES16(I Article 6 FDS 2± 10K
5: EX-99.3.1 Form of Opinion 4 14K
6: EX-99.5.1 Consent 3 13K
EX-99.3.1 — Form of Opinion
| EX-99.3.1 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 3.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
[Date]
[Addressed to Sponsor(s)]
Re: [Name of Unit Investment Trust
sponsored by Sponsor(s)]
Dear Sirs:
We have acted as special counsel for [Name of Sponsor(s)], as
Depositor, Sponsor and Principal Underwriter (the "Depositor(s)") of [Name of
Trust] (the "Trust(s)") in connection with the issuance by the Trust of [Number
of] units of fractional undivided interest (the "Units") in the Trust. Pursuant
to the Trust Agreements referred to below, the Depositor(s) has transferred to
the Trust certain collateralized mortgage obligations and contracts to purchase
certain collateralized mortgage obligations together with an irrevocable letter
of credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreements. (All securities to be acquired by the Trust are
collectively referred to as the "Securities").
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreement, of even date herewith, relating to the Trust (the "Trust
Agreements") among the Depositor(s), [Name of Trustee], as Trustee, and [Name of
Evaluator], as Evaluator; (b) the Notification of Registration on Form N-8A and
the Registration Statement on Form N-8B-2, as amended, relating to the Trust, as
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940 (the "1940 Act"); (c) the Registration
Statement on Form S-6 (Registration No. 33-_____) filed with the Commission
pursuant to the Securities Act of 1933 (the "1933 Act"), and all Amendments
C/M: 11939.0001 481380.1
(CMO Series 16)
2
thereto (said Registration Statement, as amended by said Amendment(s) being
herein called the "Registration Statement"); (d) the proposed form of final
Prospectus (the "Prospectus") relating to the Units, which is expected to be
filed with the Commission this day; (e) certified resolutions of the Executive
Committee of the Depositor(s) authorizing the execution and delivery by the
Depositor(s) of the Trust Agreements and the consummation of the transactions
contemplated thereby; (f) the Certificate of Incorporation and By-Laws of the
Depositor(s), each certified to by an authorized officer of the Depositor(s);
and (g) a certificate of an authorized officer of the Depositor(s) with respect
to certain factual matters contained therein.
We have also examined the Application for an Order of Exemption from
certain provisions of Sections 11(a) and 11(c) of the 1940 Act, which has been
filed with the Commission by the Depositor and Gruntal & Co., Incorporated;
Equity Securities Trust (Series 1, Signature Series, Gabelli Communications
Income Trust and Subsequent Series), Mortgage Securities Trust (CMO Series 1 and
Subsequent Series), Municipal Securities Trust, Series 1 (and Subsequent Series
(including Insured Municipal Securities Trust, Series 1 (and Subsequent Series
and 5th Discount Series and Subsequent Series)); New York Municipal Trust,
Series 1 and Subsequent Series); and A Corporate Trust, Series 1 (and Subsequent
Series) on November 12, 1992 and as amended thereafter and the related Exemptive
Order (IC- 20729) issued by the Commission on November 22, 1994.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement and the Prospectus, as to which you have been
furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by
C/M: 11939.0001 481380.1
(CMO Series 16)
3
bankruptcy, reorganization, moratorium, insolvency and other laws of general
application relating to or affecting the enforceability of creditors' rights,
and (ii) to limitations under equitable principles governing the availability of
equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into by
an authorized officer of the Depositor(s) and are valid and binding obligations
of the Depositor(s) in accordance with their terms.
(2) The execution and delivery of the Certificate evidencing the Units
has been duly authorized by the Depositor(s) and such Certificate, when executed
by the Depositor(s) and the Trustee in accordance with the provisions of the
Certificate and the Trust Agreements and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trusts, will be entitled to the benefits of the Trust Agreements, will conform
in all material respects to the description thereof for the Units as provided in
the Trust Agreements and the Registration Statement, and the Units will be fully
paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the
Underwriters named in Schedule A to the Master Agreement Among Underwriters
relating to the Trusts and the Trustee may rely on this opinion as fully and to
the same extent as if it had been addressed to it.
C/M: 11939.0001 481380.1
(CMO Series 16)
| EX-99.3.1 | Last Page of 4 | TOC | 1st | Previous | Next | ↓Bottom | Just 4th |
|---|
4
This opinion is intended solely for the benefit of the addressees and
the Trustee in connection with the issuance of the Units of the Trust and may
not be relied upon in any other manner or by any other person without our
express written consent.
Very truly yours,
Battle Fowler LLP
C/M: 11939.0001 481380.1
(CMO Series 16)
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘485BPOS’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Effective on: | | 4/30/97 | | | | | | | None on these Dates |
| Filed on: | | 4/29/97 |
| | 11/22/94 | | 2 |
| | 11/12/92 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000903112-97-000624 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 3:45:28.1am ET 