<PAGE>
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 7, 2000
MuniHoldings Florida Insured Fund
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Ladies and Gentlemen:
We have acted as counsel for MuniHoldings Florida Insured Fund (the "Fund")
in connection with the proposed acquisition by the Fund of substantially all of
the assets and the assumption by the Fund of substantially all of the
liabilities of MuniHoldings Florida Insured Fund V in exchange for newly-issued
common shares of beneficial interest and newly-issued shares of an existing
series of auction market preferred shares of the Fund (collectively, the
"Reorganization"). This opinion is furnished in connection with the Fund's
Registration Statement on Form N-14 under the Securities Act of 1933, as amended
(File No. 333-47282) (the "Registration Statement"), relating to common shares
of beneficial interest and auction market preferred shares of the Fund,
designated Series B, each par value $0.10 per share (the "Shares"), to be issued
in the Reorganization.
As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Declaration
of Trust of the Fund, as amended, the By-Laws of the Fund, and such other
documents as we have deemed relevant to the matters referred to in this opinion
(except for certain possible liability of shareholders described in the
Registration Statement under "Comparison of the Funds-Capital Shares").
Based upon the foregoing, we are of the opinion that subsequent to the approval
of the Agreement and Plan of Reorganization by and between the Fund and
MuniHoldings Florida Insured Fund V, set forth in the joint proxy statement and
prospectus constituting a part of the Registration Statement (the "Proxy
Statement and Prospectus"), the Shares, upon issuance in the manner referred to
in the Registration Statement, for consideration not less than the par value
thereof, will be legally issued, fully paid and non-assessable common shares of
beneficial interest or auction market preferred shares, as the case may be, of
the Fund.
In rendering the foregoing opinions, we have relied, without independent
investigation or verification, as to all matters involving the laws of the
Commonwealth of Massachusetts, upon the opinion of Bingham Dana LLP.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Proxy Statement and
Prospectus constituting a part thereof.
Very truly yours,
/s/ Brown & Wood LLP
