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Wxhibit 9(b)
(617) 439-2459
e-mail address
[email protected]
November 21, 2000
Barry Fink, Vice President
and General Counsel
Morgan Stanley Dean Witter Advisors, Inc.
Two World Trade Center
New York, NY 10048
RE: Morgan Stanley Dean Witter All-Star Growth Fund
Dear Barry:
We understand that the trustees (the "Trustees") of Morgan Stanley Dean
Witter New All-Star Growth Fund, a Massachusetts business trust (the "Trust"),
intend, on or about November 22, 2000, to cause to be filed on behalf of the
Trust a Pre-effective Amendment No. 1 to Registration Statement No. 333-47522
(as amended, the "Registration Statement") for the purpose of registering for
sale Shares of Beneficial Interest, $.01 par value, of the Trust (the "Shares").
We further understand that the Shares will be issued and sold pursuant to an
underwriting agreement (the "Underwriting Agreement") and a distribution
agreement (the "Distribution Agreement") to be entered into between the Trust
and Morgan Stanley Dean Witter Distributors Inc.
You have requested that we act as special counsel to the Trust
regarding certain matters of Massachusetts law respecting the organization of
the Trust, and in such capacity we are furnishing you with this opinion.
The Trust, which was formed under the name Morgan Stanley Dean Witter
New Opportunities Fund, is organized under a written declaration of trust
finally executed and filed in
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Boston, Massachusetts on October 5, 2000 (the "Trust Agreement"). The Trustees
(as defined in the Trust Agreement) have the powers set forth in the Trust
Agreement, subject to the terms, provisions and conditions therein provided.
In connection with the opinions set forth herein, you and the Trust have
provided to us originals, copies or facsimile transmissions of, and we have
reviewed and relied upon, among other things: a copy of the Trust Agreement;
forms of the Underwriting and Distribution Agreements; a copy of the
Registration Statement (including the exhibits thereto); and a Legal Existence
Certificate issued by the Massachusetts Secretary of State on November 20, 2000
with respect to the Trust. We have assumed that the amended and restated by-laws
dated October 5, 2000, and filed as an exhibit to the Registration Statement
have been duly adopted by the Trustees.
In rendering this opinion we have assumed, without independent
verification, (i) the due authority of all individuals signing in representative
capacities and the genuineness of signatures, (ii) the authenticity,
completeness and continued effectiveness of all documents or copies furnished to
us, (iii) that any resolutions provided have been duly adopted by the Trustees,
and (iv) that no amendments, agreements, resolutions or actions have been
approved, executed or adopted which would limit, supersede or modify the items
described above. We have also examined such questions of law as we have
concluded necessary or appropriate for purposes of the opinions expressed below.
Where documents are referred to in resolutions approved by the Trustees, or in
the Registration Statement, we assume such documents are the same as in the most
recent form provided to us, whether as an exhibit to the Registration Statement,
or otherwise. When any opinion set forth below relates to the existence or
standing of the Trust, such opinion is based entirely upon and is limited by the
items referred to above, and we understand that the foregoing assumptions,
limitations and qualifications are acceptable to you.
Based upon the foregoing, and with respect to Massachusetts law only
(except that no opinion is herein expressed with respect to compliance with the
Massachusetts Uniform Securities Act), to the extent that Massachusetts law may
be applicable, and without reference to the laws of any of the other several
states or of the United States of America, including State and Federal
securities laws, we are of the opinion that:
1. The Trust is a business trust with transferable shares, organized in
compliance with the requirements of The Commonwealth of Massachusetts and the
Trust Agreement is legal and valid.
2. The Shares to which the Registration Statement relates and which are
to be registered under the Securities Act of 1933, as amended, will be legally
and validly issued upon receipt by the Trust of consideration determined by the
Trustees in compliance with Article VI, Section 6.4 of the Trust Agreement. We
are further of the opinion that such Shares, when issued, will be fully paid and
non-assessable by the Trust.
We understand that you will rely on this opinion solely in connection
with your opinion to be filed with the Securities and Exchange Commission as an
Exhibit to the Registration
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Statement. We hereby consent to such use of this opinion and we also consent to
the filing of said opinion with the Securities and Exchange Commission. In so
consenting, we do not thereby admit to be within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Nutter, McClennen & Fish, LLP/KMK
NUTTER, MCCLENNEN & FISH, LLP
