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Exhibit 3.1
[Letterhead of Paul, Hastings, Janofsky & Walker LLP]
June 13, 2000
ING Funds Distributor, Inc.
1475 Dunwoody Drive
West Chester, Pennsylvania 19380
ING Mutual Funds Management Co. LLC
1475 Dunwoody Drive
West Chester, Pennsylvania 19380
Re: EST Symphony Trust, Series 26, EquiT's II
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Dear Sirs:
We have acted as special counsel for ING Funds Distributor, Inc., as
Depositor, Sponsor and Principal Underwriter (the "Depositor") and ING Mutual
Funds Management Co. LLC, as Portfolio Supervisor (the "Portfolio Supervisor")
of EST Symphony Trust, Series 26, EquiT's II (the "Trust") in connection with
the issuance by the Trust of units of fractional undivided interest (the
"Units") in the Trust. Pursuant to the Trust Agreements referred to below, the
Depositor has transferred to the Trust certain securities and contracts to
purchase certain securities together with an irrevocable letter of credit to be
held by the Trustee upon the terms and conditions set forth in the Trust
Agreements. (All securities to be acquired by the Trust are collectively
referred to as the "Securities".)
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreement, each of even date herewith, relating to the Trust
(collectively, the "Trust Agreements") among the Depositor, the Portfolio
Supervisor, The Bank of New York, as Trustee and Kenny S&P Evaluation Services,
as Evaluator; (b) the Notification of Registration on Form N-8A and the
Registration Statement on Form N-8B-2, as amended, relating to the Trust, as
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company
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June 13, 2000 2
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Act of 1940 (the "1940 Act"); (c) the Registration Statement on Form S-6
(Registration No. 333-35204) filed with the Commission pursuant to the
Securities Act of 1933 (the "1933 Act"), and all Amendments thereto (said
Registration Statement, as amended by said Amendment(s) being herein called the
"Registration Statement"); (d) the proposed form of final Prospectus (the
"Prospectus") relating to the Units, which is expected to be filed with the
Commission this day; (e) resolutions of the Board of Directors of ING Funds
Distributor, Inc. authorizing the execution and delivery by the Depositor of the
Trust Agreements and the consummation of the transactions contemplated thereby;
(f) the Articles of Incorporation, Articles of Amendment and Bylaws of ING Funds
Distributor, Inc.; (g) a certificate of an authorized officer of ING Funds
Distributor, Inc. with respect to certain factual matters contained therein; (h)
resolutions of the sole member of ING Mutual Funds Management Co. LLC
authorizing the execution and delivery by the Portfolio Supervisor of the Trust
Agreements and the consummation of the transactions contemplated thereby; (i)
the Certificate of Formation, the Certificate of Correction and Limited
Liability Company Agreement of ING Mutual Funds Management Co. LLC; and (j) a
certificate of an authorized officer of ING Mutual Funds Management Co. LLC with
respect to certain factual matters contained therein.
We have examined the Order of Exemption from certain provisions of
Sections 11(a) and 11(c) of the 1940 Act, filed on behalf of Reich & Tang
Distributors L.P.; Equity Securities Trust (Series 1, Signature Series and
Subsequent Series), Mortgage Securities Trust (CMO Series 1 and Subsequent
Series), Municipal Securities Trust, Series 1 (and Subsequent Series) (including
Insured Municipal Securities Trust, Series 1 (and Subsequent Series and 5th
Discount Series and Subsequent Series)); New York Municipal Trust (Series 1 and
Subsequent Series); and A Corporate Trust (Series 1 and Subsequent Series)
granted on October 9, 1996. In addition, we have examined the Order of
Exemption from certain provisions of Sections 2(a)(32), 2(a)(35), 22(d) and
26(a)(2) of the 1940 Act and Rule 22C-1 thereunder, filed on behalf of Reich &
Tang Distributors L.P.; Equity Securities Trust; Mortgage Securities Trust;
Municipal Securities Trust (including Insured Municipal Securities Trust); New
York Municipal Trust; A Corporate Trust; Schwab Trusts; and all presently
outstanding and subsequently issued series of these trusts and all subsequently
issued series of unit investment trusts sponsored by Reich & Tang Distributors
L.P. granted on October 29, 1997. Further, we have examined a no-action letter
from the Commission permitting ING Funds Distributor, Inc. to rely upon the
Orders of Exemption described above.
We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data contained
in the Registration Statement
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June 13, 2000 3
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and the Prospectus, as to which you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject to: (i)
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal, Iowa and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreements have been duly authorized and entered into
by an authorized officer of each of the Depositor and the Portfolio Supervisor
and are valid and binding obligations of the Depositor and the Portfolio
Supervisor in accordance with their respective terms.
(2) The registration of the Units on the registration books of the
Trust by the Trustee has been duly authorized by the Depositor in accordance
with the provisions of the Trust Agreements and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreements, and will
conform in all material respects to the description thereof contained in the
Prospectus. Upon payment of the consideration for the Units as provided in the
Trust Agreements and the Registration Statement, the Units will be fully paid
and non-assessable by the Trust.
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June 13, 2000 4
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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 in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the Trustee
may rely on this opinion as fully and to the same extent as if it had been
addressed to it.
This opinion is intended solely for the benefit of the addressees and
the Trustee in connection with the issuance of the Units of the Trust and may
not be relied upon in any other manner or by any other person without our
express written consent.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
Paul, Hastings, Janofsky & Walker LLP
