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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Fax: (617) 951-7050
March 15, 2000
Fixed Income SHares
c/o PIMCO Advisory Services
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
In connection with the registration under the Securities Act of 1933 of an
indefinite number of shares of common stock of the Series C and Series M (each
a "Portfolio") of Fixed Income SHares ("FISH"), we have examined such matters
as we have deemed necessary, as we are of the opinion that:
i. FISH is a trust duly organized and existing under the laws of The
Commonwealth of Massachusetts;
ii. The authorized capital of FISH consists of an unlimited number of
shares of beneficial interest of each Portfolio, no par value (the "Shares");
and
iii. Assuming that FISH or its agent receives consideration for such
Shares in accordance with the provisions of its Agreement and Declaration of
Trust, the Shares will be legally and validly issued, will be fully paid, and
will be non-assessable by FISH.
We point out that under Massachusetts law, shareholders of a "Massachusetts
business trust" could, under certain circumstances, be held personally liable
for the obligations of the trust. However, the Declaration of Trust of Fixed
Income SHares disclaims shareholder liability for acts or obligations of Fixed
Income SHares on behalf of its Portfolios and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into
or executed by Fixed Income SHares. The Declaration of Trust provides for
indemnification out of the property of the relevant Portfolio for all loss and
expense of any shareholder of that Portfolio held personally liable for the
obligations of Fixed Income SHares solely by reason of his being or having been
a shareholder of Fixed Income SHares. Thus, the risk of a shareholder's
incurring financial loss on account of such shareholder liability is limited
to circumstances in which Fixed Income SHares itself would be unable to meet
its obligations.
We hereby consent to the use of this opinion as an exhibit to FISH's
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission (File No. 333-92415) for the registration under the Securities Act
of 1933 of an indefinite number of FISH's Shares, and to the use of our name
in the prospectus and statement of additional information contained therein,
and any amendments thereto.
We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. Further, we
express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.
Very truly yours,
/s/ ROPES & GRAY
______________________________
Ropes & Gray
