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Exhibit 3.1
[Letterhead of Paul, Hastings, Janofsky & Walker LLP]
January 16, 2001
Salomon Smith Barney Inc.
Unit Trust Department
7 World Trade Center
40/th/ Floor
New York, New York 10048
Re: Equity Focus Trusts - S.T.A.R.T. 2001 Series
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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 - S.T.A.R.T. 2001 Series (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
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Paul, Hastings, Janofsky & Walker LLP 2
Salomon Smith Barney Inc.
January 16, 2001
(collectively, the "Trust Agreement") between the Depositor and The Chase
Manhattan Bank 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. 333-52270) filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and all
Amendments thereto (said Registration Statement, as amended by said Amendment(s)
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 January 17, 2001; (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 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 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 government 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
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Paul, Hastings, Janofsky & Walker LLP 3
Salomon Smith Barney Inc.
January 16, 2001
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:
(1) The Trust Agreement has been duly authorized and executed and
delivered by an authorized officer of the Depositor and is a valid and binding
obligation 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 "Miscellaneous-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 LLP
Paul, Hastings, Janofsky & Walker LLP
