SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
565 FIFTH AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 646-865-1494 FACSIMILE: 617-338-2880
December 7, 2000
T. Rowe Price Growth and Income Series
Security First Trust
11365 West Olympic Boulevard
Los Angeles, California 90064
Lord Abbett Growth and Income Portfolio
Met Investors Series Trust
610 Newport Center Drive, Suite 1350
Newport Beach, California 92660
Re: Acquisition of Assets of T. Rowe Price Growth and Income Series by
Lord Abbett Growth and Income Portfolio
Ladies and Gentlemen:
You have asked for our opinion as to certain Federal income tax
consequences of the transaction described below.
Parties to the Transaction
T. Rowe Price Growth and Income Series ("Target Fund") is a series of
Security First Trust, a Massachusetts business trust.
Lord Abbett Growth and Income Portfolio ("Acquiring Fund") is a series
of Met Investors Series Trust, a Delaware business trust.
Description of Proposed Transaction
In the proposed transaction (the "Reorganization"), Acquiring Fund will
acquire all of the assets of Target Fund in exchange for shares of Acquiring
Fund of equivalent value and the assumption of the identified liabilities of
Target Fund. Target Fund will then dissolve and distribute all of the Acquiring
Fund shares which it holds to its shareholders pro rata in proportion to their
shareholdings in Target Fund, in complete redemption of all outstanding shares
of Target Fund.
Scope of Review and Assumptions
In rendering our opinion, we have reviewed and relied upon the form of
Agreement and Plan of Reorganization between Acquiring Fund and Target Fund (the
"Reorganization Agreement") to become effective December 8, 2000 which is
enclosed in proxy materials to be filed with the United States Securities and
Exchange Commission on or about December 15, 2000, which describe the proposed
transactions, and on the information provided in such proxy materials. We have
relied, without independent verification, upon the factual statements made
therein, and assume that there will be no change in material facts disclosed
therein between the date of this letter and the date of the closing of the
transaction. We further assume that the transaction will be carried out in
accordance with the Reorganization Agreement.
Representations
Written representations, copies of which are attached hereto, have been
made to us by the appropriate officers of Target Fund and Acquiring Fund, and we
have without independent verification relied upon such representations in
rendering our opinions.
Opinions
Based on and subject to the foregoing, and our examination of the legal
authority we have deemed to be relevant, we have the following opinions:
1. The transfer of all of the assets of Target Fund in exchange for
shares of Acquiring Fund and assumption by Acquiring Fund of the identified
liabilities of Target Fund followed by the distribution of said Acquiring Fund
shares to the shareholders of Target Fund in dissolution and liquidation of
Target Fund will constitute a reorganization within the meaning of ss.
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and
Acquiring Fund and Target Fund will each be "a party to a reorganization" within
the meaning of ss. 368(b) of the Code.
2. No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund solely in exchange for Acquiring Fund
shares and the assumption by Acquiring Fund of the identified liabilities of
Target Fund.
3. No gain or loss will be recognized by Target Fund upon the transfer
of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the
assumption by Acquiring Fund of the identified liabilities of Target Fund, or
upon the distribution (whether actual or constructive) of such Acquiring Fund
shares to the shareholders of Target Fund in exchange for their Target Fund
shares.
4. No gain or loss will be recognized by the shareholders of Target
Fund upon the exchange of their Target Fund shares for Acquiring Fund shares in
liquidation of Target Fund.
5. The aggregate basis of the Acquiring Fund shares received by each
Target Fund shareholder pursuant to the Reorganization will be the same as the
aggregate basis of the Target Fund shares held by such shareholder immediately
prior to the Reorganization, and the holding period of the Acquiring Fund shares
received by each Target Fund shareholder will include the period during which
the Target Fund shares exchanged therefor were held by such shareholder,
provided the Target Fund shares were held as a capital asset on the date of the
Reorganization.
6. The basis of the assets of Target Fund acquired by Acquiring Fund
will be the same as the basis of those assets in the hands of Target Fund
immediately prior to the Reorganization, and the holding period of the assets of
Target Fund in the hands of Acquiring Fund will include the period during which
those assets were held by Target Fund.
This opinion letter is delivered to you in satisfaction of the
requirements of Section 8.6 of the Reorganization Agreement. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement on
Form N-14 relating to the Reorganization and to use of our name and any
reference to our firm in such Registration Statement or in the prospectus/proxy
statement constituting a part thereof. In giving such consent, we do not thereby
admit that we come 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/SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
<PAGE>
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
565 FIFTH AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 646-865-1494 FACSIMILE: 617-338-2880
December 7, 2000
Large Cap Research Portfolio
Cova Series Trust
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181
Lord Abbett Growth and Income Portfolio
Met Investors Series Trust
610 Newport Center Drive, Suite 1350
Newport Beach, California 92660
Re: Acquisition of Assets of Large Cap Research Portfolio by
Lord Abbett Growth and Income Portfolio
Ladies and Gentlemen:
You have asked for our opinion as to certain Federal income tax
consequences of the transaction described below.
Parties to the Transaction
Large Cap Research Portfolio ("Target Fund") is a series of Cova Series
Trust, a Massachusetts business trust.
Lord Abbett Growth and Income Portfolio ("Acquiring Fund") is a series
of Met Investors Series Trust, a Delaware business trust.
Description of Proposed Transaction
In the proposed transaction (the "Reorganization"), Acquiring Fund will
acquire all of the assets of Target Fund in exchange for shares of Acquiring
Fund of equivalent value and the assumption of the identified liabilities of
Target Fund. Target Fund will then dissolve and distribute all of the Acquiring
Fund shares which it holds to its shareholders pro rata in proportion to their
shareholdings in Target Fund, in complete redemption of all outstanding shares
of Target Fund.
Scope of Review and Assumptions
In rendering our opinion, we have reviewed and relied upon the form of
Agreement and Plan of Reorganization between Acquiring Fund and Target Fund (the
"Reorganization Agreement") to become effective December 8, 2000 which is
enclosed in proxy materials to be filed with the United States Securities and
Exchange Commission on or about December 15, 2000, which describe the proposed
transactions, and on the information provided in such proxy materials. We have
relied, without independent verification, upon the factual statements made
therein, and assume that there will be no change in material facts disclosed
therein between the date of this letter and the date of the closing of the
transaction. We further assume that the transaction will be carried out in
accordance with the Reorganization Agreement.
Representations
Written representations, copies of which are attached hereto, have been
made to us by the appropriate officers of Target Fund and Acquiring Fund, and we
have without independent verification relied upon such representations in
rendering our opinions.
Opinions
Based on and subject to the foregoing, and our examination of the legal
authority we have deemed to be relevant, we have the following opinions:
1. The transfer of all of the assets of Target Fund in exchange for
shares of Acquiring Fund and assumption by Acquiring Fund of the identified
liabilities of Target Fund followed by the distribution of said Acquiring Fund
shares to the shareholders of Target Fund in dissolution and liquidation of
Target Fund will constitute a reorganization within the meaning of ss.
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and
Acquiring Fund and Target Fund will each be "a party to a reorganization" within
the meaning of ss. 368(b) of the Code.
2. No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund solely in exchange for Acquiring Fund
shares and the assumption by Acquiring Fund of the identified liabilities of
Target Fund.
3. No gain or loss will be recognized by Target Fund upon the transfer
of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the
assumption by Acquiring Fund of the identified liabilities of Target Fund, or
upon the distribution (whether actual or constructive) of such Acquiring Fund
shares to the shareholders of Target Fund in exchange for their Target Fund
shares.
4. No gain or loss will be recognized by the shareholders of Target
Fund upon the exchange of their Target Fund shares for Acquiring Fund shares in
liquidation of Target Fund.
5. The aggregate basis of the Acquiring Fund shares received by each
Target Fund shareholder pursuant to the Reorganization will be the same as the
aggregate basis of the Target Fund shares held by such shareholder immediately
prior to the Reorganization, and the holding period of the Acquiring Fund shares
received by each Target Fund shareholder will include the period during which
the Target Fund shares exchanged therefor were held by such shareholder,
provided the Target Fund shares were held as a capital asset on the date of the
Reorganization.
6. The basis of the assets of Target Fund acquired by Acquiring Fund
will be the same as the basis of those assets in the hands of Target Fund
immediately prior to the Reorganization, and the holding period of the assets of
Target Fund in the hands of Acquiring Fund will include the period during which
those assets were held by Target Fund.
This opinion letter is delivered to you in satisfaction of the
requirements of Section 8.6 of the Reorganization Agreement. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement on
Form N-14 relating to the Reorganization and to use of our name and any
reference to our firm in such Registration Statement or in the prospectus/proxy
statement constituting a part thereof. In giving such consent, we do not thereby
admit that we come 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/SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
<PAGE>
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
565 FIFTH AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 646-865-1494 FACSIMILE: 617-338-2880
December 7, 2000
Lord Abbett Growth and Income Portfolio
Cova Series Trust
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181
Lord Abbett Growth and Income Portfolio
Met Investors Series Trust
610 Newport Center Drive, Suite 1350
Newport Beach, California 92660
Re: Conversion of Lord Abbett Growth and Income Portfolio to a Series of a
Delaware Business Trust (Lord Abbett Growth and Income Portfolio)
Ladies and Gentlemen:
You have asked for our opinion as to certain Federal income tax
consequences of the transaction described below.
Parties to the Transaction
Lord Abbett Growth and Income Portfolio ("Original Fund") is a series
of Cova Series Trust ("Original Trust"), a Massachusetts business trust.
Lord Abbett Growth and Income Portfolio ("Successor Fund") is a series
of Met Investors Series Trust ("Successor Trust"), a Delaware business trust.
Description of Proposed Transaction
In the proposed transaction (the "Reorganization"), Successor Fund will
issue its shares to Original Fund and assume all of the identified liabilities
of Original Fund, in exchange for all of the assets of Original Fund. Original
Fund will then dissolve and distribute all of the Successor Fund shares which it
holds to its shareholders pro rata in proportion to their shareholdings in
Original Fund, in complete redemption of all outstanding shares of Original
Fund.
Scope of Review and Assumptions
In rendering our opinion, we have reviewed and relied upon the
Agreement and Plan of Reorganization between Successor Fund and Original Fund
(the "Reorganization Agreement") to become effective December 8, 2000 which is
enclosed in proxy materials to be filed with the United States Securities and
Exchange Commission on or about December 15, 2000, which describes the proposed
transaction, and on the information provided in such proxy materials. We have
relied, without independent verification, upon the factual statements made
therein, and assume that there will be no change in material facts disclosed
therein between the date of this letter and the date of the closing of the
transaction. We further assume that the transaction will be carried out in
accordance with the Reorganization Agreement.
Representations
Written representations, copies of which are attached hereto, have been
made to us by the appropriate officers of Original Trust on behalf of Original
Fund and of Successor Trust on behalf of Successor Fund, and we have without
independent verification relied upon such representations in rendering our
opinions.
Opinions
Based on and subject to the foregoing, and our examination of the legal
authority we have deemed to be relevant, we have the following opinions:
1. The transfer of all of the assets of Original Fund in exchange for
shares of Successor Fund and the assumption by Successor Fund of the identified
liabilities of Original Fund's, followed by the distribution of said Successor
Fund shares to the shareholders of Original Fund in dissolution and liquidation
of Original Fund will constitute a "reorganization" within the meaning of ss.
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the "Code"), and
Successor Fund and Original Fund will each be "a party to a reorganization"
within the meaning of ss. 368(b) of the Code.
2. No gain or loss will be recognized by Successor Fund upon the
receipt of the assets of Original Fund solely in exchange for Successor Fund
shares and the assumption by Successor Fund of the identified liabilities of
Original Fund.
3. No gain or loss will be recognized by Original Fund upon the
transfer of its assets to Successor Fund in exchange for Successor Fund shares
and assumption by Successor Fund of the identified liabilities of Original Fund,
or upon the distribution (whether actual or constructive) of such Successor Fund
shares to the shareholders of Original Fund in exchange for their Original Fund
shares.
4. No gain or loss will be recognized by the shareholders of Original
Fund upon the exchange of their Original Fund shares for Successor Fund shares
in liquidation of Original Fund.
5. The aggregate basis of the Successor Fund shares received by each
Original Fund shareholder pursuant to the Reorganization will be the same as the
aggregate basis of the Original Fund shares held by such shareholder immediately
prior to the Reorganization.
6. The holding period of the Successor Fund shares to be received by
each Original Fund shareholder will include the period during which the Original
Fund shares exchanged therefor were held by such shareholder, provided the
Original Fund shares were held as a capital asset on the date of the
Reorganization.
7. The tax basis of the assets of Original Fund acquired by Successor
Fund will be the same as the basis of such assets to Original Fund immediately
prior to the Reorganization, and the holding period of the assets of Original
Fund in the hands of Successor Fund will include the period during which those
assets were held by Original Fund.
The foregoing opinions are based on the Code as in effect on the date
hereof and administrative and judicial interpretations of it. No assurance can
be given that the Code will not change or that such interpretations will not be
revised or amended adversely, possibly with retroactive effect. This opinion is
intended solely for the use of Original Trust, Successor Trust, Original Fund
and Successor Fund and their shareholders, and is not to be used, released,
quoted, or relied upon by anyone else for any purpose (other than as required by
law) without our prior written consent.
Very truly yours,
/s/SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
