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Exhibit No. 9
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE 202-778-9000
FACSIMILE 202-778-9100
WWW.KL.COM
September 26, 2000
PaineWebber Index Trust
51 West 52nd Street
New York, New York 10019-6114
Ladies and Gentlemen:
You have requested our opinion, as counsel to PaineWebber Index Trust
("Trust"), as to certain matters regarding the issuance of certain Shares of the
Trust. As used in this letter, the term "Shares" means the Class A, Class C and
Class Y shares of beneficial interest of the series of the Trust listed below
that may be issued during the time that Post-Effective Amendment No. 5 to the
Trust's Registration Statement on Form N-1A ("PEA") is effective and has not
been superseded by another post-effective amendment. The series of the Trust is
PaineWebber S&P 500 Index Fund.
As such counsel, we have examined certified or other copies, believed by us
to be genuine, of the Trust's Trust Instrument and by-laws and such resolutions
and minutes of meetings of the Trust's Board of Trustees 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 by investment
companies organized as business trusts in that State 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 Trust and that, when sold in accordance
with the terms contemplated by the PEA, including receipt by the Trust of full
payment for the Shares and compliance with the 1933 Act and the 1940 Act, the
Shares will have been validly issued, fully paid and non-assessable.
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PaineWebber Index Trust
September 26, 2000
Page 2
We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the statement of additional
information that is being filed as part of the PEA.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
