SULLIVAN & WORCESTER LLP
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WASHINGTON, D.C. 20036
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November 8, 2000
Met Investors Series Trust
610 Newport Center Drive
Suite 1350
Newport Beach, California 92660
Ladies and Gentlemen:
We have been requested by Met Investors Series Trust, a Delaware
business trust with transferable shares (the "Trust") established under an
Agreement and Declaration of Trust dated July 27, 2000, as amended (the
"Declaration"), for our opinion with respect to certain matters relating to the
BlackRock Equity Portfolio and BlackRock U.S. Government Income Portfolio (the
"Acquiring Funds"), each a series of the Trust. We understand that the Trust is
about to file a Registration Statement on Form N-14 for the purpose of
registering shares of the Trust under the Securities Act of 1933, as amended
(the "1933 Act"), in connection with the proposed acquisition by the Acquiring
Funds of all of the assets of BlackRock Equity Series and BlackRock U.S.
Government Income Series (the "Acquired Funds"), each a series of Security First
Trust, in exchange solely for shares of the Acquiring Funds and the assumption
by the Acquiring Funds of the identified liabilities of the Acquired Funds
pursuant to respective Agreements and Plans of Reorganization, a form of which
is included in the Form N-14 Registration Statement (collectively, the "Plans").
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine to our satisfaction, of the Trust's Declaration
and By-Laws, and other documents relating to its organization, operation, and
proposed operation, including the proposed Plans, and we have made such other
investigations as, in our judgment, are necessary or appropriate to enable us to
render the opinion expressed below.
We are admitted to the Bars of The Commonwealth of Massachusetts and
the District of Columbia and generally do not purport to be familiar with the
laws of the State of Delaware. To the extent that the conclusions based on the
laws of the State of Delaware are involved in the opinion set forth herein
below, we have relied, in rendering such opinions, upon our examination of
Chapter 38 of Title 12 of the Delaware Code Annotated, as amended, entitled
"Treatment of Delaware Business Trusts" (the "Delaware business trust law") and
on our knowledge of interpretation of analogous common law of The Commonwealth
of Massachusetts.
Based upon the foregoing, and assuming the approval by shareholders of
the Acquired Funds of certain matters scheduled for their consideration at a
meeting presently anticipated to be held on January 26, 2001, it is our opinion
that the shares of the Acquiring Funds currently being registered, when issued
in accordance with the Plans and the Trust's Declaration and By-Laws, will be
legally issued, fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the Investment Company Act of 1940, as amended,
and applicable state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion with and as a part of
the Registration Statement on Form N-14 and to the reference to our firm under
the caption "Legal Matters" in the Prospectus/Proxy Statement filed as part of
the Registration Statement. 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 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/SULLIVAN & WORCESTER LLP
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SULLIVAN & WORCESTER LLP
