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[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER]
Exhibit 3.1
November 15, 2000
Salomon Smith Barney Inc.
Unit Trust Department
7 World Trade Center, 40th Floor
New York, New York 10048
Re: Equity Focus Trusts - Sector Series, 2000-B
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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 - Sector Series, 2000-B (the "Trusts") in connection with the deposit of
securities (the "Securities") therein pursuant to the Trust Agreements referred
to below, by which the Trusts were created and under which the units of
fractional undivided interest (the "Units") have been issued. Pursuant to the
Trust Agreements, the Depositor has transferred to the Trusts 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 Agreements. (All securities to be acquired by the Trusts 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
Trusts, 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 Indentures of even date herewith relating to the Trusts
(collectively, the "Trust Agreements") between the Depositor and The Chase
Manhattan Bank as Trustee; (b) the Closing Memorandums relating to the deposit
of the Securities in the Trusts; (c) the Notification of Registration on Form N-
8A and the Registration Statement on Form N-8B-2, as amended, relating to the
Trusts, 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. 333-48674) filed with the
Commission pursuant to the Securities Act of 1933 (the
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PAUL, HASTINGS, JANOFSKY & WALKER PAGE 2
Salomon Smith Barney Inc.
November 15, 2000
"1933 Act"), Amendment No. 1 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 16, 2000;
(f) resolutions of the Executive Committees of the Depositor authorizing the
execution and delivery by the Depositor of the Trust Agreements 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 thereof 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 Trusts, 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 Trusts, 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 principles 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 subject matter of the
opinions expressed herein under applicable conflicts of law principles, rules or
regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
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PAUL, HASTINGS, JANOFSKY & WALKER PAGE 3
Salomon Smith Barney Inc.
November 15, 2000
(1) The Trust Agreements have 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 their respective 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 respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in their respective Trusts, and will be entitled to the benefits of
the respective Trust Agreements. Upon payment of the consideration for the
Units as provided in the Trust Agreements and the Registration Statement, the
Units will be fully paid and non-assessable by the Trusts.
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 our express written consent.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker
Paul, Hastings, Janofsky & Walker
