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EXHIBIT NO. 99.11
MFS INVESTMENT MANAGEMENT
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116-3741
617-954-5182 FACSIMILE 617-954-7760 [email protected]
JAMES R. BORDEWICK, JR.
Senior Vice President and
Associate General Counsel
Legal November 30, 2000
MFS(R) Municipal High Income Fund
A series of MFS(R) Series Trust III
Ladies and Gentlemen:
I have acted as counsel to MFS Municipal High Income Fund (the "High Income
Fund"), a series of MFS Series Trust III, a Massachusetts business trust ("Trust
III"), in connection with the Trust's Registration Statement on Form N-14 to be
filed with the Securities and Exchange Commission (the "Commission") on or about
December 1, 2000 (the "Registration Statement"), with respect to an indefinite
number of Shares of Beneficial Interest (no par value) (the "Shares") of the
High Income Fund to be issued pursuant to an Agreement and Plan of
Reorganization dated November 30, 2000 by and among MFS Series Trust III, on
behalf of the High Income Fund, and PaineWebber Municipal Series, a
Massachusetts business trust, on behalf of the PaineWebber Municipal High Income
Fund (the "PaineWebber Fund"), a series of PaineWebber Municipal Series (the
"Agreement").
In connection with this opinion, I have examined the following documents:
(a) the Registration Statement;
(b) the Agreement;
(c) a certificate of the Secretary of State of The Commonwealth of
Massachusetts as to the existence of Trust III;
(d) copies of the Trust III's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State; and
(e) Trust III's Amended and Restated By-Laws and certain votes of the
Trustees of Trust III.
In such examination, I have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by me as copies,
the authenticity and completeness of all original documents reviewed by me in
original or copy form and the legal competence of each individual executing any
document. I have also assumed, for the purposes of this opinion, that the
Agreement, in substantially the form reviewed by me, is duly executed and
delivered by the parties thereto and that all of the conditions set forth in
"Information About the Reorganization-Agreement and Plan of Reorganization" in
the Registration Statement shall have occurred prior to the issuance and sale of
the Shares.
This opinion is based entirely on my review of the documents listed above.
I have made no other review or investigation of any kind whatsoever, and I have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents.
This opinion is limited solely to the laws of The Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
I express no opinion) as applied by courts in such Commonwealth.
I understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is my
opinion that the Shares, when issued and sold in accordance with the
Registration Statement, the Agreement and Trust III's Declaration of Trust and
By-laws will be legally issued, fully paid and non-assessable, except that
shareholders of Trust III may under certain circumstances be held personally
liable for the Trust's obligations.
A copy of Trust III's Declaration of Trust is on file with the Secretary
of State of The Commonwealth of Massachusetts. I note specifically that the
obligations of or arising out of the Agreement are not binding upon any of Trust
III's trustees, officers, employees, agents or shareholders individually, but
are binding solely upon the assets and property of Trust III in accordance with
its interest under the Agreement. I further note that the assets and liabilities
of each series of Trust III, such as High Income Fund, are separate and distinct
and that the obligations of or arising out of the Agreement are binding solely
upon the assets or property of the High Income Fund.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
JRB/bjn
