KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
75008 Paris
France
October 27, 2000
E.I.I. Realty Securities Trust
667 Madison Avenue
New York, New York 10021
Re: E.I.I. Realty Securities Trust
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Ladies and Gentlemen:
We have acted as counsel to E.I.I. Realty Securities Trust, a Delaware
business trust (the "Trust"), in connection with certain matters relating to the
formation of the Trust and the issuance of Shares of beneficial interest
therein. Capitalized terms used herein and not otherwise herein defined are used
as defined in the Trust Instrument of the Trust dated as of December 22, 1997
(the "Governing Instrument").
In rendering this opinion, we have examined and relied on copies of the
following documents, each in the form provided to us: the Certificate of Trust
of the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on December 23, 1997 (the "Certificate"); the
Corrected Certificate of Trust of the Trust as filed in the State Office on
April 30, 1998; the Governing Instrument; the Bylaws of the Trust dated as of
December 22, 1997 (the "Bylaws"); the Trust's Notification of Registration Filed
Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form N-8A as
filed with the Securities and Exchange Commission on February 10, 1998; the
Trust's Registration Statement (including the Prospectus and Statement of
Additional Information forming a part thereof) under the Securities Act of 1933
on Form N-1A as filed with the Securities and Exchange Commission on February
10, 1998 (as amended and in effect from time to time, the "Registration
Statement"); certain resolutions of the Trustees of the Trust adopted at the
April 28, 1998 meeting of the Board of Trustees (such resolutions, together with
the Governing Instrument, the Bylaws and the Registration Statement, the
"Governing Documents"); and a certification of good standing of the Trust
obtained as of a recent date from the State Office. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as copies or drafts of documents to
be executed and the legal capacity of natural persons to complete the execution
of documents.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts on, or express any opinion as to, the law of any other
state or jurisdiction other than the laws of the State of New York and
applicable federal laws of the United States.
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KRAMER LEVIN NAFTALIS & FRANKEL LLP
E.I.I. Realty Securities Trust
October 27, 2000
Page 2
As to matters involving Delaware law, with your permission, we have
relied solely upon an opinion of Morris, Nichols, Arsht & Tunnell, special
Delaware counsel to the Trust, a copy of which is attached hereto as Exhibit A,
concerning the organization of the Trust and the authorization and issuance of
the Shares, and our opinion is subject to the qualifications and limitations set
forth therein, which are incorporated herein by reference as though fully set
forth herein.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust in
good standing under the laws of the State of Delaware.
2. The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the Governing
Documents, will constitute legally issued, fully paid and non-assessable Shares
of beneficial interest in the Trust.
This Opinion is solely for your benefit and is not to be quoted in
whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to any governmental agency or other person without the written
consent of this firm. This opinion letter is rendered as of the date hereof, and
we specifically disclaim any responsibility to update or supplement this letter
to reflect any events or statements of fact which may hereafter come to our
attention or any changes in statutes or regulations or any court decisions which
may hereafter occur.
Notwithstanding the previous paragraph, we consent to the filing of
this opinion as an exhibit to Post-Effective Amendment No. 3 to the Trust's
Registration Statement.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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EXHIBIT A
[Letterhead of Morris, Nichols, Arsht & Tunnell]
October 27, 2000
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
Re: E.I.I. Realty Securities Trust
------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to E.I.I. Realty Securities
Trust, a Delaware business trust (the "Trust"), in connection with certain
matters relating to the formation of the Trust and the issuance of Shares of
beneficial interest therein. Capitalized terms used herein and not otherwise
herein defined are used as defined in the Trust Instrument of the Trust dated
December 22, 1997 (the "Governing Instrument").
In rendering this opinion, we have examined and relied on copies of the
following documents, each in the form provided to us: the Certificate of Trust
of the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on December 23, 1997 (the "Certificate"); the
Corrected Certificate of Trust of the Trust as filed in the State Office on
April 30, 1998; the Governing Instrument; the Bylaws of the Trust dated as of
December 22, 1997 (the "Bylaws"); the Trust's Notification of Registration Filed
Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form N-8A as
filed with the Securities and Exchange Commission on February 10, 1998; the
Trust's Registration Statement (including the Prospectus and Statement of
Additional Information forming a part thereof) under the Securities Act of 1933
on Form N-1A as filed with the Securities and Exchange Commission on February
10, 1998 (as amended and in effect from time to time, the "Registration
Statement"); certain resolutions of the Trustees of the Trust prepared for
adoption at the April 28, 1998 meeting of the Board of Trustees (such
resolutions, together with the Governing Instrument, the Bylaws and the
Registration Statement, the "Governing Documents"); and a certification of good
standing of the Trust obtained as of a recent date from the State Office. In
such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as copies or
drafts of documents to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for the purpose of
this opinion: (i) the
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Kramer Levin Naftalis & Frankel LLP
October 27, 2000
Page 2
due authorization, execution, adoption and delivery by, or on behalf of, each of
the parties thereto of the above-referenced instruments, resolutions,
certificates and other documents, and of all documents contemplated by the
Governing Documents to be executed by investors desiring to become Shareholders;
(ii) the payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Documents, and compliance with the
other terms, conditions and restrictions set forth in the Governing Documents in
connection with the issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to designate Series and classes
of Shares and the rights and preferences attributable thereto as contemplated by
the Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate registers and other books and
records of the Trust in connection with the issuance or transfer of Shares; (iv)
that no event has occurred subsequent to the filing of the Certificate that
would cause a termination or reorganization of the Trust under Sections 11.04 or
11.05 of the Governing Instrument; (v) that the activities of the Trust have
been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq.;
(vi) that the Trust became within 180 days following the first issuance of
beneficial interests therein a registered investment company under the
Investment Company Act of 1940, as amended; and (vii) that each of the documents
examined by us is in full force and effect and has not been amended,
supplemented or otherwise modified, except as herein referenced. No opinion is
expressed herein with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. Further, we express no opinion on
the sufficiency or accuracy of the Registration Statement or any other
registration or offering materials relating to the Trust or the Shares. As to
any facts material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents and on the
accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust in
good standing under the laws of the State of Delaware.
2. The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the Governing
Documents, will constitute legally issued, fully paid and non-assessable Shares
of beneficial interest in the Trust.
We understand that you wish to rely on this opinion in connection with
the delivery of your opinion to the Trust dated on or about the date hereof and
we hereby
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Kramer Levin Naftalis & Frankel LLP
October 27, 2000
Page 3
consent to such reliance. Except as provided in the immediately preceding
sentence, this opinion may not be relied on by any person or entity or for any
other purpose without our prior written consent. We hereby consent to the filing
of a copy of this opinion with the Securities and Exchange Commission as an
exhibit to a post-effective amendment to the Registration Statement. In giving
this consent, we do not thereby 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. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts and our review
of the above-referenced documents and certificates and the application of
Delaware law as the same exist on the date hereof, and we undertake no
obligation to update or supplement this opinion after the date hereof for the
benefit of any person or entity with respect to any facts or circumstances that
may hereafter come to our attention or any changes in facts or law that may
hereafter occur or take effect.
Sincerely,
/s/ Morris, Nichols, Arsht & Tunnell
MORRIS, NICHOLS, ARSHT & TUNNELL
