ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050
WRITER'S DIRECT DIAL NUMBER: (617) 951-7405
WRITER'S E-MAIL ADDRESS: [email protected]
30 Kennedy Plaza One Franklin Square
Providence, RI 02903-2358 1301 K Street, N.W.
(401) 455-4400 Suite 800 East
FAX: (401) 455-4401 Washington, D.C. 20005-3333
(202) 626-3900
FAX: (202) 626-3961
December 13, 2000
Liberty Floating
Rate Advantage Fund
One Financial Center
Boston, Massachusetts 02111
Re: Liberty Floating Rate Advantage Fund
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest (the "Shares") of Liberty Floating Rate Advantage Fund
(the "Trust").
We act as counsel for the Trust and are familiar with the actions taken
by its Board of Trustees to authorize the issuance of the Shares. We have
examined the Trust's Agreement and Declaration of Trust, as amended (the
"Agreement and Declaration of Trust"), and the Trust's By-Laws. We have also
examined such other documents as we deem necessary for the purpose of this
opinion.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.
Based on the foregoing, we are of the opinion that the issue and sale
by the Trust of an unlimited number of Shares has been duly authorized under
Massachusetts law. Upon the original issue and sale of any such authorized but
unissued Shares and upon receipt by the Trust of the authorized consideration
therefor in an amount not less than the applicable net asset value, the Shares
so issued will be validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust
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Liberty Floating Rate Advantage Fund -2- December 13, 2000
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its Trustees. The
Agreement and Declaration of Trust provides for indemnification out of the
Trust property of the particular series of shares for all loss and expenses
of any shareholder held personally liable for the obligations of the Trust.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which the particular
series would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of up to 26,000,000 Shares for offering and sale pursuant to the
Act. We consent to the filing of this opinion with and as part of
your Registration Statement on Form N-2 relating to such offering and sale.
Very truly yours,
/s/ Ropes & Gray
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Ropes & Gray
