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Exhibit 3.1
LAW OFFICES OF
Paul, Hastings, Janofsky & Walker LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
600 PEACHTREE ST., N.E.,
STE. 2400 75 EAST 55TH STREET
ATLANTA, GEORGIA 30308-
2222 NEW YORK, NEW YORK 345 CALIFORNIA STREET
TELEPHONE (404) 815-2400 10022-3205 SAN FRANCISCO,
CALIFORNIA 94104-2635
695 TOWN CENTER DRIVE TELEPHONE (212) 318-6000 TELEPHONE (415) 835-1600
COSTA MESA, CALIFORNIA
92626-1924 FACSIMILE (212) 319-4090 1055 WASHINGTON
TELEPHONE (714) 668-6200 BOULEVARD
INTERNET www.phjw.com STAMFORD, CONNECTICUT
TOWER 42 06901-2217
25 OLD BROAD STREET -------- TELEPHONE (203) 961-7400
LONDON ECZN IHQ
TELEPHONE (44) (20) 7562 ROBERT P. HASTINGS ARK MORI BUILDING
4000 (1910-1996) 12-32, AKASAKA I-CHOME
COUNSEL MINATO-KU, TOKYO 107,
555 SOUTH FLOWER STREET LEE G. PAUL JAPAN
LOS ANGELES, CALIFORNIA LEONARD S. JANOFSKY TELEPHONE (03) 3586-4711
90071-2371 CHARLES M. WALKER
TELEPHONE (213) 683-6000 1299 PENNSYLVANIA
AVENUE, N.W.
WASHINGTON, D.C. 20004-
2400
TELEPHONE (202) 508-9500
July 11, 2000
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York 10048
Re: The Uncommon Values Trust, 2000 Series
Dear Sirs:
We have acted as special counsel for Smith Barney Inc. as Depositor, Sponsor
and Principal Underwriter (the "Depositor") of The Uncommon Values Trust, 2000
Series (the "Trust") in connection with the deposit of securities (the
"Securities") therein pursuant to the Trust Agreement referred to below, by
which the Trust was created and under which the units of fractional undivided
interest (the "Units") have been issued. Pursuant to the Trust Agreement the
Depositor has transferred to the Trust certain securities and contracts to
purchase certain securities together with irrevocable letters of credit to be
held by the Trustee upon the terms and conditions set forth in the Trust
Agreement. (All securities to be acquired by the Trust are collectively
referred to as the "Securities".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trust, the deposit of the Securities and the issuance and sale of the Units:
(a) the Standard Terms and Condition of Trust dated March 14, 2000, as amended
on June 27, 1994, and the Reference Trust Indenture of even date herewith
relating to the Trust (collectively, the "Trust Agreement") between the
Depositor and The Chase Manhattan Bank as Trustee; (b) the Closing Memorandum
relating to the deposit of the Securities in the Trust; (c) 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 Act of 1940
(the "1940 Act"); (d) the
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Registration Statement on Form S-6 (Registration No. 333-38446) 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"); (e) the
proposed form of final prospectus (the "Prospectus") relating to the Units,
which is expected to be filed with the Commission on or about July 12, 2000;
(f) resolutions of the Executive Committees of the Depositor authorizing the
execution and delivery by the Depositor of the Trust Agreement and the
consummation of the transactions contemplated thereby; (g) the Certificates of
Incorporation and By-laws of the Depositor, each certified to by an authorized
officer of the Depositor as of a recent date; (h) a certificate of an
authorized officer of the Depositor with respect to certain factual matters
contained therein ("Officers Certificate"); and (i) certificates or telegrams
of public officials as to matters set forth upon therein.
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.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in our
office who have performed services for the Trust, their review of documents
provided to us by the Depositor in connection with this engagement and
inquiries of officers of the Depositor, the results of which are reflected in
the Officers Certificate. We have not independently verified the accuracy of
the matters set forth in the written statements or certificates upon which we
have relied. 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 and the Prospectus, as to which we understand you
have been furnished with the reports of the accountants appearing in the
Registration Statement and the Prospectus. In addition, we have made no
specific inquiry as to whether any stop order or investigatory proceedings have
been commenced with respect to the Registration Statement or the Depositor nor
have we reviewed court or governmental agency dockets.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
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) to 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 and Delaware corporate law. No opinion is expressed as to the effect
that the law of any other jurisdiction might have upon the subject matter of
the opinions expressed herein under applicable conflicts of law principles,
rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
(1) The Trust Agreement has been duly authorized and executed and
delivered by an authorized officer of the Depositor and is a valid and
binding obligation of the Depositor in accordance with its terms.
(2) The execution and delivery of the Certificates evidencing the Units
has been duly authorized by the Depositor and such Certificates when
executed by the Depositor and the Trustee in accordance with
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the provisions of the Certificates and the Trust Agreement and issued for
the consideration contemplated therein, will constitute fractional
undivided interests in the Trust, and will be entitled to the benefits of
the Trust Agreement. Upon payment of the consideration for the Units as
provided in the Trust Agreement and the Registration Statement, the Units
will be fully paid and non-assessable by the Trust.
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 "Taxes" and "Legal Opinion". This
opinion is intended solely for the benefit of the addressee 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
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Paul, Hastings, Janofsky & Walker LLP
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