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Exhibit (2)(l)
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone 202-778-9000
March 29, 2000
AIM Floating Rate Fund
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Ladies and Gentlemen:
You have requested our opinion, as counsel to AIM Floating Rate
Fund, a Delaware business trust ("Acquiring Fund"), as to certain matters
regarding the issuance of Shares of the Acquiring Fund in connection with the
reorganization of GT Global Floating Rate Fund, Inc. (d/b/a AIM Floating Rate
Fund), a Maryland corporation (the "Acquired Fund"), into the Acquiring Fund,
as provided for in the Agreement and Plan of Conversion and Liquidation,
effective as of December 9, 1999 (the "Plan"). The Plan provides for the
Acquired Fund to transfer all of its assets to the Acquiring Fund in exchange
solely for the issuance of the Class B Shares and the Acquiring Fund's
assumption of all of the liabilities of the Acquired Fund. (As used in this
letter, and unless other specified, the term "Shares" means the Class B and
Class C shares of beneficial interest in the Acquiring Fund.)
As such counsel, we have examined certified or other copies,
believed by us to be genuine, of the Acquiring Fund's Agreement and Declaration
of Trust dated as of December 6, 1999 ("Agreement"), Bylaws adopted effective
December 9, 1999, and such other documents relating to its organization and
operation as we have deemed relevant to our opinion, as set forth herein. Our
opinion is limited to the laws and facts in existence on the date hereof, and
it is further limited to the laws (other than the conflict of law rules) of the
State of Delaware that in our experience are normally applicable to the
issuance of shares of beneficial interest by business trusts and to the
Securities Act of 1933 ("1933 Act"), the Investment Company Act of 1940 ("1940
Act") and the regulations of the Securities and Exchange Commission ("SEC")
thereunder.
Based on the foregoing, we are of the opinion that the issuance of
the Shares has been duly authorized by the Acquiring Fund; and that, when sold
in accordance with the terms contemplated by the Acquiring Fund's registration
statement on Form N-2 ("Registration Statement"), including receipt by the
Acquiring Fund of full payment for the Shares and compliance with the 1933 Act
and the 1940 Act, the Shares will have been legally issued, fully paid, and
non-assessable.
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AIM Floating Rate Fund
March 29, 2000
Page 2
We note, however, that the Acquiring Fund is an entity of the type
commonly known as a "Delaware business trust." The Delaware Business Trust Act,
12 Del. C. section. 3801 et seq. ("Delaware Act"), provides that shareholders
of a Delaware business trust are entitled to the same limitation of personal
liability extended to stockholders of a Delaware corporation. Thus, under
Delaware law, shareholders will not be personally liable for the obligations of
the Acquiring Fund. This limitation of liability may not be absolute, however,
as it is possible that a non-Delaware court would not uphold this provision of
the Delaware Act.
Consistent with the Delaware Act, the Agreement includes an express
disclaimer of shareholder liability for the debts, liabilities, obligations,
and expenses incurred by, contracted for, or otherwise existing with respect to
the Acquiring Fund or any series (or class) thereof. The Agreement also
requires that every note, bond, contract, or other undertaking issued by or on
behalf of the Acquiring Fund or its trustees relating to the Acquiring Fund or
to any series include a recitation limiting the obligation represented thereby
to the Acquiring Fund and its assets or to one or more series and the assets
belonging thereto (but provides that the omission of such a recitation shall
not operate to bind any shareholder or trustee of the Acquiring Fund).
Furthermore, the Agreement states that the debts, liabilities, obligations, and
expenses incurred by, contracted for, or otherwise existing with respect to a
particular series shall be enforceable against the assets of such series only,
and not against the assets of the Acquiring Fund generally or the assets
belonging to any other series. Finally, the Agreement further provides (1) for
indemnification from the assets belonging to the applicable series (or
allocable to the applicable class) for all loss and expense of any shareholder
held personally liable for the obligations of the Acquiring Fund or any series
(or class) by virtue of ownership of Shares of the Acquiring Fund or such
series (or class), and (2) for the Acquiring Fund, on behalf of the affected
series (or class), to assume the defense of any claim against the shareholder
for any act or obligation of that series (or class). Thus, the risk of a
shareholder's incurring financial loss because of shareholder liability is
limited to circumstances in which (a) a court refused to apply Delaware law or
otherwise failed to give full effect to the Agreement or contractual provisions
limiting shareholder liability and (b) the Acquiring Fund was unable to meet
its obligations.
We hereby consent to this opinion accompanying the Registration
Statement when it is filed with the SEC and to the reference to our firm in the
Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ R. CHARLES MILLER
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R. Charles Miller
