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EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
August 31, 2000
Equity Investor Fund,
Baby Boom Economy Portfolio
2000 Growth & Income Series B
Defined Asset Funds
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PaineWebber Incorporated
Dean Witter Reynolds Inc.
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, NJ 08543-9051
Dear Sirs:
We have acted as special counsel for you, as sponsors (the "Sponsors") of Baby
Boom Economy Portfolio 2000 Growth & Income Series B of Equity Investor Fund,
Defined Asset Funds (the "Trusts"), in connection with the issuance of units of
fractional undivided interest in the Trusts (the "Units") in accordance with the
Trust Indenture relating to the Trusts (the "Indentures").
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 Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the applicable Indentures, will
be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the Registration
Statement relating to the Units 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 heading "How The Fund Works--Legal Opinion".
Very truly yours,
DAVIS POLK & WARDWELL
