Eq Advisors Trust – ‘N-14’ on 2/1/01 – EX-12

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Registration Statement of an Open-End Investment Company (Business Combination)   —   Form N-14
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Registration Statement of an Open-End Investment      54    244K 
                          Company (Business Combination)                         
 2: EX-11       Form of Opinion and Consent of Counsel                 2±     9K 
 3: EX-12       Form of Opinion Supporting Tax Matters and             3     12K 
                          Consequences                                           

EX-12   —   Form of Opinion Supporting Tax Matters and Consequences

EX-12
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DRAFT January __, 2001                                                          

Board of Trustees                                                               
EQ Advisors Trust                                                               
1290 Avenue of the Americas                                                     
New York, NY  10104                                                             

Dear Ladies and Gentlemen:                                                      

You have requested our opinion regarding certain Federal income tax   
consequences to the T. Rowe Price Equity Income Portfolio ("Target"), a separate
series of EQ Advisors Trust ("Trust"), to the holders of the shares of          
beneficial interest of Target (the "Target Shareholders"), and to the           
EQ/Bernstein Diversified Value Portfolio ("Acquiring Fund"), a separate series  
of Trust, in connection with the proposed transfer of substantially all of the  
properties of Target to Acquiring Fund in exchange solely for voting shares of  
beneficial interest of Acquiring Fund ("Acquiring Fund Shares"), followed by the
distribution of such Acquiring Fund Shares received by Target in complete       
liquidation and termination of Target (the "Reorganization"), all pursuant to   
the Agreement and Plan of Reorganization (the "Plan") dated as of ______, 2001  
between Target and Acquiring Fund.                                              

    For purposes of this opinion, we have examined and rely upon (1) the Plan,
(2) the Trust's registration statement on Form N-14, dated February 1, 2001 and 
filed by Acquiring Fund on said date with the Securities and Exchange Commission
("Form N-14"), (3) the facts and representations contained in the letter dated  
on or about the date hereof addressed to us from Acquiring Fund, (4) the facts  
and representations contained in the letter dated on or about the date hereof   
addressed to us from Target, and (5) such other documents and instruments as we 
have deemed necessary or appropriate for purposes of rendering this opinion.    

  This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and       
administrative rulings and pronouncements of the Internal Revenue Service, all  
as in effect on the date hereof. This opinion is conditioned upon the           
Reorganization taking place in the manner described in the Plan and the Form    
N-14 referred to above.                                                         

Based upon the foregoing, it is our opinion that:                     

1.  The acquisition by Acquiring Fund of substantially all of the     
   properties of Target in exchange solely for Acquiring Fund Shares
     followed by the distribution of Acquiring Fund Shares to the Target
Shareholders in exchange for their Target shares in complete  
        liquidation and termination of Target will constitute a reorganization
        within the meaning of section 368(a) of the Code. Target and Acquiring
       Fund will each be "a party to a reorganization" within the meaning of
section 368(b) of the Code.                                   

EX-12
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Board of Trustees                                                               
February __, 2001                                                               
Page 2                                                                          

2.  Target will not recognize gain or loss upon the transfer of       
      substantially all of its assets to Acquiring Fund in exchange solely
     for Acquiring Fund Shares except to the extent that Target's assets
         consist of contracts described in section 1256(b) of the Code ("Section
        1256 Contracts"); Target will be required to recognize gain or loss on
   the transfer of any such Section 1256 contracts to Acquiring Fund
       pursuant to the Reorganization as if such Section 1256 contracts were
       sold to Acquiring Fund on the effective date of the Reorganization at
      their fair market value. Target will not recognize gain or loss upon
   the distribution to its shareholders of the Acquiring Fund Shares
         received by Target in the Reorganization. We do not express any opinion
  as to whether any accrued market discount will be required to be
recognized as ordinary income.                                

3.  Acquiring Fund will recognize no gain or loss upon receiving the  
    properties of Target in exchange solely for Acquiring Fund Shares.

 4.  The aggregate adjusted basis to Acquiring Fund of the properties of
     Target received by Acquiring Fund in the reorganization will be the
       same as the aggregate adjusted basis of those properties in the hands
of Target immediately before the exchange.                    

5.  Acquiring Fund's holding periods with respect to the properties of
         Target that Acquiring Fund acquires in the transaction will include the
   respective periods for which those properties were held by Target
       (except where investment activities of Acquiring Fund have the effect
        of reducing or eliminating a holding period with respect to an asset).

   6.  The Target Shareholders will recognize no gain or loss upon receiving
Acquiring Fund Shares solely in exchange for Target shares.   

   7.  The aggregate basis of the Acquiring Fund Shares received by a Target
        Shareholder in the transaction will be the same as the aggregate basis
    of Target shares surrendered by the Target Shareholder in exchange
therefor.                                                     

 8.  A Target Shareholder's holding period for the Acquiring Fund Shares
        received by the Target Shareholder in the transaction will include the
       holding period during which the Target Shareholder held Target shares
        surrendered in exchange therefor, provided that the Target Shareholder
    held such shares as a capital asset on the date of Reorganization.

We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction    
except those consummated in accordance with the Plan.                           

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Board of Trustees                                                               
February __, 2001                                                               
Page 3                                                                          

   Our opinion as expressed herein, is solely for the benefit of Target, the
Target Shareholders, and the Acquiring Fund, and unless we give our prior       
written consent, neither our opinion nor this opinion letter may be quoted in   
whole or in part or relied upon by any other person.                            

   We hereby consent to the filing of this opinion as an Exhibit to the Form
N-14 and to the references to this firm in the Tax Section of the Form N-14. In 
giving this consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as     
amended, or the rules and regulations of the Securities and Exchange Commission 
thereunder.                                                                     

                   Very truly yours,

         Dechert

Dates Referenced Herein

				Referenced-On Page
This ‘N-14’ Filing		Date		First		Last			Other Filings
Filed on:		2/1/01		1					None on these Dates
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