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Exhibit 6 (Ex. 99.2)
PaineWebber Inc. October 26, 2000
1200 Harbor Boulevard
Weehawken, New Jersey 07087
Investors Bank & Trust Company
Hancock Towers
200 Clarendon Street
Boston, Massachusetts 02116
Re: PaineWebber Pathfinders Trust,
Treasury and Growth Stock, Series 26
Ladies and Gentlemen:
We have served as counsel for PaineWebber Incorporated as sponsor and
depositor (the "Sponsor") of PaineWebber Pathfinders Trust, Treasury and Growth
Stock, Series 26 (hereinafter referred to as the "Trust") in connection with the
issuance by the Trust of an initial 1,000,000 units of fractional undivided
interest in the Trust (hereinafter referred to as the "Units").
In this regard, we have examined executed originals or copies of the
following:
(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Sponsor, as amended, certified by the Secretary of the
Sponsor on the date hereof;
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(b) Resolutions of the Board of Directors of the Sponsor adopted on
December 3, 1971 relating to the Trust and the sale of the Units, certified
by the Secretary of the Sponsor on the date hereof;
(c) Resolutions of the Executive Committee of the Sponsor adopted on
September 24, 1984, certified by the Secretary of the Sponsor on the date
hereof;
(d) Powers of Attorney as set forth in the certificate of the
Secretary of the Sponsor dated the date hereof;
(e) The Registration Statement on Form S-6 (File No. 333-46290) filed
with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder (collectively, the
"1933 Act") and amendments thereto including Amendment No. 1 ("Amendment
No. 1") proposed to be filed on October 26, 2000 (the "Registration
Statement");
(f) The Notification of Registration of the Trust filed with the
Commission under the Investment Company Act of 1940, as amended
(collectively, the "1940 Act") on Form N-8A, as amended, (the "1940 Act
Notification");
(g) The registration of the Trust filed with the Commission under the
1940 Act on Form N-8B-2 (File No. 811-4158), as amended (the "1940 Act
Registration);
(h) The prospectus included in Amendment No. 1 (the "Prospectus");
(i) The Standard Terms and Conditions of the Trust dated as of July 1,
1997, between the Sponsor and Investors Bank & Trust Company (the
"Trustee") (the "Standard Terms");
(j) The Trust Indenture dated as of October 26, 2000 between the
Sponsor and the Trustee (the "Trust Indenture" and, collectively with the
Standard Terms, the "Indenture and Agreement");
(k) The Closing Memorandum dated October 26, 2000, between the Sponsor
and the Trustee (the "Closing Memorandum");
(l) Officers Certificates required by the Closing Memorandum; and
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(m) Such other pertinent records and documents as we have deemed
necessary.
With your permission, in such examination, we have assumed the following:
(a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us
as copies; (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents, instruments
and certificates we have reviewed; (d) except as specifically covered in the
opinions set forth below, the due authorization, execution, and delivery on
behalf of the respective parties thereto of documents referred to herein and the
legal, valid, and binding effect thereof on such parties; and (e) the absence of
any evidence extrinsic to the provisions of the written agreement(s) between the
parties that the parties intended a meaning contrary to that expressed by those
provisions. However, we have not examined the securities deposited pursuant to
the Indenture and Agreement (the "Securities") nor the contracts for the
Securities.
We express no opinion as to matters of law in jurisdictions other than the
laws of the State of New York (except for "Blue Sky" laws) and the federal laws
of the United States, except to the extent necessary to render the opinion as to
the Sponsor and the Indenture and Agreement in paragraphs (i) and (iii) below
with respect to Delaware law. As you know we are not licensed to practice law in
the State of Delaware, and our opinion in paragraph (i) and (iii) as to Delaware
law is based solely on review of the official statutes of the State of Delaware.
Based upon such examination, and having regard for legal considerations
which we deem relevant, we are of the opinion that:
(i) The Sponsor is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware with full corporate power
to conduct its business as described in the Prospectus;
(ii) The Sponsor is duly qualified as a foreign corporation and is in good
standing as such within the State of New York;
(iii) The Indenture and Agreement has been duly authorized, executed and
delivered by the Sponsor and, assuming the due authorization, execution and
delivery by the Trustee, is a valid and binding agreement of the Sponsor,
enforceable against the Sponsor in accordance with its terms;
(iv) The Trust has been duly formed and is validly existing as an
investment trust under the laws of the State of New York and has been duly
registered under the Investment Company Act of 1940;
(v) The terms and provisions of the Units conform in all material respects
to the description thereof contained in the Prospectus;
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(vi) The consummation of the transactions contemplated under the Indenture
and Agreement and the fulfillment of the terms thereof will not be in violation
of the Sponsor's Restated Certificate of Incorporation, as amended, or By-Laws,
as amended, and will not conflict with any applicable laws or regulations
applicable to the Sponsor in effect on the date hereof;
(vii) The Units to be issued by the Trust, and recorded on its registration
books in accordance with the Indenture and Agreement, against payment therefor
as described in the Registration Statement and Prospectus will constitute
fractional undivided interests in the Trust enforceable against the Trust in
accordance with their terms, will be entitled to the benefits of the Indenture
and Agreement and will be fully paid and non-assessable; and
(viii) While the Registration Statement has not yet become effective we
have no reason to believe that such Registration Statement will not become
effective on the date and at the time requested therein pursuant to Rule 487
promulgated under the 1933 Act.
In addition, we have participated in conferences with representatives of
the Sponsor, the Trustee, the Trust's accountants and others concerning the
Registration Statement and the Prospectus and have considered the matters
required to be stated therein and the statements contained therein, although we
have not independently verified the accuracy, completeness or fairness of such
statements. Based upon and subject to the foregoing, nothing has come to our
attention to cause us to believe that the Registration Statement, as of the date
hereof, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or that the Prospectus, as of the date hereof, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading (it being
understood that we have not been requested to and do not make any comment in
this paragraph with respect to the financial statements, schedules and other
financial and statistical information contained in the Registration Statement or
the Prospectus).
Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the enforcement of creditors' rights generally;
(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and
(c) general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement and the Prospectus.
Very truly yours,
CARTER, LEDYARD & MILBURN
