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EXHIBIT 3.1
[Letterhead of Paul, Hastings, Janofsky & Walker LLP]
November 13, 2000
Exhibit 3.1
Salomon Smith Barney Inc.
Unit Trust Department
7 World Trade Center, 40th Floor
New York, new York 10048
Re: Equity Focus Trusts - Uncommon Values International Series, 2000
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Dear Sirs:
We have acted as special counsel for Salomon Smith Barney Inc. as Depositor,
Sponsor and Principal Underwriter (the "Depositor") of Equity Focus Trusts -
Uncommon Values International Series, 2000 (the "Trust") in connection with the
deposit of securities (the "Securities") therein pursuant to the Trust
Agreement referred to below, by which the Trust was created and under which the
units of fractional undivided interest (the "Units") have been issued. Pursuant
to the Trust Agreement the Depositor has transferred to the Trust certain
securities and contracts to purchase certain securities together with
irrevocable letters of credit to be held by the Trustee upon the terms and
conditions set forth in the Trust Agreement. (All securities to be acquired by
the Trust are collectively referred to as the "Securities".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trust, the deposit of the Securities and the issuance and sale of the Units: (a)
the Standard Terms and Conditions of Trust dated March 14, 2000, and the
Reference Trust Indenture of even date herewith relating to the Trust
(collectively, the "Trust Agreement") between the Depositor and The Bank of New
York as Trustee; (b) the Closing Memorandum relating to the deposit of the
Securities in the Trust; (c) the Notification of Registration on Form N-8A and
the Registration Statement on Form N-8B-2, as amended, relating to the Trust, as
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940 (the "1940 Act"); (d) the Registration
Statement on Form S-6 (Registration No. 333-48324) filed with the Commission
pursuant to the Securities Act of 1933 (the "1933 Act"), and Amendment No. 1
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Salomon Smith Barney Inc. 2
November 13, 2000
thereto (said Registration Statement, as amended by said Amendment No. 1 being
herein called the "Registration Statement"); (e) the proposed form of final
prospectus (the "Prospectus") relating to the Units, which is expected to be
filed with the Commission on or about November 14, 2000; (f) resolutions of the
Executive Committees of the Depositor authorizing the execution and delivery by
the Depositor of the Trust Agreement and the consummation of the transactions
contemplated thereby; (g) the Certificates of Incorporation and By-laws of the
Depositor, each certified to by an authorized officer of the Depositor as of a
recent date; (h) a certificate of an authorized officer of the Depositor with
respect to certain factual matters contained therein ("Officers Certificate");
and (i) certificates or telegrams of public officials as to matters set forth
upon therein.
We have assumed the genuineness of all agreements, instruments and documents
submitted to us as originals and the conformity to originals of all copies
therof submitted to us. We have also assumed the genuineness of all signatures
and the legal capacity of all persons executing agreements, instruments and
documents examined or relied upon by us.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in our
office who have performed services for the Trust, their review of documents
provided to us by the Depositor in connection with this engagement and inquiries
of officers of the Depositor, the results of which are reflected in the Officers
Certificate. We have not independently verified the accuracy of the matters set
forth in the written statements or certificates upon which we have relied. We
have not reviewed the financial statements, compilation of the Securities held
by the Trust, or other financial or statistical data contained in the
Registration Statement and the Prospectus, as to which we understand you have
been furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus. In addition, we have made no specific inquiry as
to whether any stop order or investigatory proceedings have been commenced with
respect to the Registration Statement or the Depositor nor have we reviewed
court or governmental agency dockets.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principals governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the State
of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters of
Federal and Delaware corporate law. No opinion is expressed as to the effect
that the law of any other jurisdiction might have upon the
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Salomon Smith Barney Inc. 3
November 13, 2000
subject matter of the opinions expressed herein under applicable conflicts of
law principals, rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
(1) The Trust Agreement has been duly authorized and executed and
delivered by an authorized officer of the Depositor and are valid and binding
obligations of the Depositor in accordance with its terms.
(2) The execution and delivery of the Certificates evidencing the Units
has been duly authorized by the Depositor and such Certificates when executed by
the Depositor and the Trustee in accordance with the provisions of the
Certificates and the Trust Agreement and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, and will be entitled to the benefits of the Trust Agreement. Upon payment
of the consideration for the Units as provided in the Trust Agreement and the
Registration Statement, the Units will be fully paid and non-assessable by the
Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Taxes" and "Legal Opinion". This
opinion is intended solely for the benefit of the addressee in connection with
the issuance of the Units of the Trust and may not be relied upon in any other
manner or by any other person without out express written consent.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
Paul, Hastings, Janofsky & Walker LLP
