SEC Info - BlackRock Energy & Resources Trust, et al. - ‘N-2/A’ on 12/22/04

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BlackRock Energy & Resources Trust, et al. – ‘N-2/A’ on 12/22/04 – ‘EX-99.(L)’

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/04  BlackRock Energy & Resources Tr   N-2/A¶                19:1.5M                                   Capital Systems 01/FA
          BlackRock Global Energy & Resources Trust

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2/A       Pre-Effective Amendment No. 3                       HTML    685K 
19: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      2K 
 2: EX-99.(D)   Form of Specimen Certificate                        HTML     11K 
 3: EX-99.(E)   Dividend Reinvestment Plan                          HTML     16K 
 4: EX-99.(G)(1)  Investment Management Agreement                   HTML     35K 
 5: EX-99.(G)(2)  Sub-Investment Advisory Agreement                 HTML     45K 
 6: EX-99.(H)   Form of Underwriter Agreement                       HTML    129K 
 7: EX-99.(I)   Form of Amended & Restated Deferred Comp. Plan      HTML     47K 
 8: EX-99.(J)(1)  Custody Agreement                                 HTML     73K 
 9: EX-99.(J)(2)  Form of Foreign Custody Manager Agreement         HTML     21K 
10: EX-99.(K)(1)  Form of Stock Transfer Agency Agreement           HTML     48K 
11: EX-99.(K)(2)  Form of Fund Accounting Agreement                 HTML     28K 
12: EX-99.(L)   Opinion of Skadden Arps                             HTML     16K 
13: EX-99.(N)   Independent Auditor's Consent                       HTML      9K 
14: EX-99.(P)   Subscription Agreement                              HTML     13K 
15: EX-99.(R)(1)  Blackrock Closed End Trusts Code of Ethics        HTML     29K 
16: EX-99.(R)(2)  Employee Investment Transaction Policy            HTML    104K 
17: EX-99.(R)(3)  Code of Ethics of the Pnc Financial Services      HTML     45K 
                Group                                                            
18: EX-99.(R)(4)  Code of Ethics of the Pnc Financial Services      HTML    233K 
                Group

‘EX-99.(L)’ — Opinion of Skadden Arps

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                FOUR TIMES SQUARE
                             NEW YORK, NY 10036-6522

                                 (212) 735-3000

                                December 22, 2004

BlackRock Global Energy and Resources Trust
100 Bellevue Parkway
Wilmington, Delaware 19809

                      Re:  BlackRock Global Energy and Resources Trust
                           Registration Statement on Form N-2

Ladies and Gentlemen:

         We have acted as special counsel to BlackRock Global Energy and
Resources Trust, a statutory trust created under the Delaware Statutory Trust
Act (the "Trust"), in connection with the issuance and sale by the Trust of up
to 30,000,000 shares (including shares subject to an over-allotment option) of
the Trust's common shares of beneficial interest, par value $0.001 per share
(the "Common Shares").

         This opinion is being furnished in accordance with the requirements of
Item 24 of the Form N-2 Registration Statement under the Securities Act of 1933,
as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Notification
of Registration of the Trust as an investment company under the 1940 Act on Form
N- 8A, as filed with the Securities and Exchange Commission (the "Commission")
on October 21, 2004, (ii) the Registration Statement of the Trust on Form N-2
(File Nos. 333-119876 and 811-21656), as filed with the Commission on October
21, 2004, and

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BlackRock Global Energy and Resources Trust
December 22, 2004
Page 2

as amended by Pre-Effective Amendment No. 1 on November 23, 2004, Pre-Effec tive
Amendment No. 2 on November 24, 2004, and as proposed to be amended by
Pre-Effective Amendment No. 3 on the date hereof, under the 1933 Act (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registra tion Statement"); (iii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into between the Trust, as
issuer, BlackRock Advisors, Inc., as investment adviser to the Trust, and
Citigroup Global Markets Inc., as representative of the several underwriters
named therein (the "Underwriters"), filed as an exhibit to the Registration
Statement; (iv) a specimen certificate represent ing the Common Shares; (v) the
Certificate of Trust, as filed with the Secretary of State of the State of
Delaware on October 20, 2004, and the Amended and Restated Agreement and
Declaration of Trust of the Trust dated November 8, 2004, and as currently in
effect (the "Declaration"); (vii) the By-Laws of the Trust, as currently in
effect; and (viii) certain resolutions adopted by the Board of Trustees of the
Trust relating to the creation, issuance and sale of the Common Shares and
related matters. We also have examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Trust and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Trust and others, and such other documents, certificates
and records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submit ted to us as originals, the conformity to original documents of all
documents submit ted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents, we have assumed that the parties thereto, other than the Trust, had
or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
We have also assumed that the Underwriting Agreement will be executed and
delivered in substantially the form reviewed by us and that the share
certificates representing the Common Shares will conform to the specimen
examined by us and will have been signed manually or by facsimile by an
authorized officer of the transfer agent and registrar for the Common Shares and
registered by such

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BlackRock Global Energy and Resources Trust
December 22, 2004
Page 3

transfer agent and registrar. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Trust and others.

         In rendering the opinion set forth below, we have assumed that any
Common Shares issued to a Principal Shareholder (as that term is defined in
Section 11.7 of the Declaration) will be issued in compliance with Section 11.7
of the Declaration.

         Members of our firm are admitted to the bar in the State of Delaware
and we do not express any opinion as to any laws other than the Delaware
Statutory Trust Act.

         Based upon and subject to the foregoing, we are of the opinion that the
issuance and sale of the Common Shares have been duly authorized, and, when the
Registration Statement becomes effective and the Common Shares have been
delivered to and paid for by the Underwriters as contemplated by the
Underwriting Agreement, the Common Shares will be validly issued, fully paid and
nonassessable (except as provided in the last sentence of Section 3.8 of the
Declaration).

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Opinions" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regula tions of the Commission.

                               Very truly yours,
                               /s/ Skadden, Arps, Slate, Meagher & Flom LLP

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘N-2/A’ Filing	Date	First	Last	Other Filings

Filed on:	12/22/04	2	4	CERTNYS, N-2MEF
	11/24/04	3		3, N-2/A
	11/23/04	3		N-2/A
	11/8/04	3
	10/21/04	2		N-2, N-8A
	10/20/04	3
				List all Filings

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Filing Submission 0000950136-04-004478 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BlackRock Energy & Resources Trust, et al. – ‘N-2/A’ on 12/22/04 – ‘EX-99.(L)’

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

Previous ‘N-2’: ‘N-2/A’ on 11/24/04 · Latest ‘N-2’: This Filing

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2Filing Table of Contents

‘EX-99.(L)’ — Opinion of Skadden Arps

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2
Filing Table of Contents