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EXHIBIT 2
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(212) 728-8000
August 25, 2000
Structured Products Corp.
TIERS(SM) Corporate-Backed Trust, Series 1
388 Greenwich Street
New York, NY 10013
Dear Sirs:
We have acted as special counsel for you, as sponsor (the "Sponsor") of
TIERS(SM) Corporate-Backed Trust, Series 1 (the "Trust"), in connection with the
issuance of Certificates representing fractional undivided interests in the
Trust (the "Certificates") in accordance with the Trust Agreement relating to
the Trust (the "Agreement").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Agreement and the issuance of the Certificates have been duly
authorized by the Sponsor and (ii) the Certificates, when duly executed,
authenticated and delivered by the Trustee in accordance with the Agreement,
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 2 of the
Registration Statement relating to the Certificates filed under the Securities
Act of 1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings "Certain Federal Income Tax
Considerations" and "Miscellaneous".
Very truly yours,
WILLKIE FARR & GALLAGHER
