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
EIGHTEENTH FLOOR BOSTON, MASSACHUSETTS 02109
NEW YORK, NEW YORK 10017 TELEPHONE: 617-338-2800
TELEPHONE: 212-486-8200 FACSIMILE: 617-338-2880
FACSIMILE: 212-758-2151
December 29, 2000
Met Investors Series Trust
610 Newport Center Drive
Suite 1350
Newport Beach, California 92660
Gentlemen:
We have acted as counsel for Met Investors Series Trust (the "Trust") in
connection with the offer by the Trust of an unlimited number of shares of
beneficial interest of the Trust (the "Shares") which are currently classified
as twenty-three initial series (each a "Portfolio" and together, the
"Portfolios"). We have participated in the preparation of Pre-Effective
Amendment No. 1 to the Trust's Registration Statement (the "Registration
Statement") on Form N-1A relating to the Shares of the PIMCO Money Market, PIMCO
Total Return, PIMCO Innovation, Oppenheimer Capital Appreciation, MFS Mid Cap
Growth, MFS Research International, Lord Abbett Growth Opportunities, Janus
Aggressive Growth and Putnam Research Portfolios of the Trust to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended ("1933 Act"), on or about January 3, 2001.
In so acting, we have participated in the preparation of the Agreement
and Declaration of Trust of the Trust, dated July 27, 2000 (the "Declaration of
Trust"). We have also examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments, and have made such other
investigations, as in our judgment are necessary or appropriate to enable us to
render the opinions 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 opinions 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.
This letter expresses our opinion as to the provisions of the Trust's
Declaration of Trust, but does not extend to the Delaware Uniform Securities
Act, or to other federal or state securities laws or other federal laws.
Based upon the foregoing and subject to the qualifications set forth
herein, we hereby advise you that, in our opinion:
1. The Trust is validly existing as a Trust with transferable shares under
the laws of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of shares of
beneficial interest, the Shares have been duly and validly authorized by all
action of the Trustees of the Trust, and no action of the shareholders of the
Trust is required in such connection.
We understand that this opinion is to be used in connection with the
registration of the Shares for offering and sale pursuant to the 1933 Act. We
consent to the filing of this opinion with and as a 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
-----------------------------
SULLIVAN & WORCESTER LLP
