Exhibit i
DRAFT
________ __, 2000
TT International U.S.A. Feeder Trust
c/o Investors Bank & Trust Company
200 Clarendon St.
Boston, Massachusetts 02116
Ladies and Gentlemen:
We have acted as counsel to TT International U.S.A. Feeder Trust, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
initial Registration Statement filed with the Securities and Exchange
Commission on June 9, 2000 (the "Registration Statement"), with respect to the
Trust's series TT EAFE Mutual Fund (the "Fund").
In connection with this opinion, we have examined the following described
documents:
(a) the Registration Statement;
(b) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(c) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State; and
(d) a certificate executed by the President of the Trust, certifying as
to, and attaching copies of, the Trust's By-Laws and certain votes of the
Trustees of the Trust authorizing the issuance of shares of the Fund.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
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This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
we express no opinion) as applied by courts in such Commonwealth to the extent
such laws may apply to or govern the matters covered by this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the shares of the Fund, when issued and sold in accordance with
the Registration Statement and the Trust's Declaration of Trust and By-laws,
will be legally issued, fully paid and non-assessable, except that, as set
forth in the Registration Statement, shareholders of the Fund may under certain
circumstances be held personally liable for the Trust's obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BINGHAM DANA LLP
