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Exhibit 99.2
PaineWebber Inc.
1200 Harbor Boulevard
Weehawken, New Jersey 07087 August 18, 2000
Investors Bank & Trust Company
Hancock Towers
200 Clarendon Street
Boston, Massachusetts 02116
Re: PaineWebber Equity Trust,
ABCs Trust Series 6
Ladies and Gentlemen:
We have served as counsel for PaineWebber Incorporated as
sponsor and depositor (the "Sponsor") of PaineWebber Equity Trust, ABCs Trust
Series 6 (hereinafter referred to as the "Trust") in connection with the
issuance by the Trust of an initial 100,000 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.
333-40286) 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. 3
("Amendment No. 3") proposed to be filed on August 18, 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.
811-3722), as amended (the "1940 Act Registration);
(h) The prospectus included in Amendment No. 3 (the
"Prospectus");
(i) The Standard Terms and Conditions of the Trust
dated as of July 1, 1998, between the Sponsor and Investors
Bank & Trust Company, (the "Trustee") (the "Standard Terms");
(j) The Trust Indenture dated as of August 18, 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 August 18, 2000,
between the Sponsor and the Trustee (the "Closing
Memorandum");
(l) Officers Certificates required by the Closing
Memorandum; and
(m) Such other pertinent records and documents as we
have deemed necessary.
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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 "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;
(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
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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 within 30 days after the date hereof.
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
KHM:def
