Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
Arthur C. Delibert
202.778.9042
Fax: 202.778.9100
[email protected]
November 20, 2000
Legg Mason Cash Reserve Trust
100 Light Street
P.O. Box 1476
Baltimore, MD 21203-1476
Dear Sir or Madam:
Legg Mason Cash Reserve Trust ("Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts
pursuant to a Declaration of Trust dated July 24, 1978. You have requested our
opinion regarding certain matters in connection with the issuance of the shares
of beneficial interest ("Shares") of the Trust being registered with the U.S.
Securities and Exchange Commission in Post-Effective Amendment No. 38 to the
Trust's Registration Statement on Form N-1A. This opinion letter is valid only
during the time Post-Effective Amendment No. 38 is effective and has not been
superseded by another post-effective amendment that has become effective and
relates to the same class of Shares.
We have, as counsel, participated in various business and other matters
related to the Trust. We have examined copies, either certified or otherwise
proved to be genuine, of the Declaration of Trust and By-Laws of the Trust, the
minutes of meetings of the Trustees and other documents relating to the
organization and operation of the Trust, and we generally are familiar with its
business affairs. Based on the foregoing, and the additional qualifications and
other matters set forth below, it is our opinion that as of the date hereof the
Shares, when sold in accordance with the Trust's Declaration of Trust, as
amended, and By-laws and the terms contemplated by Post-Effective Amendment No.
38 to the Trust's Registration Statement, including receipt by the Trust of full
payment for the Shares, will have been legally issued and fully paid and will be
non-assessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust provides that Trustees shall use every reasonable means to
assure that all persons having dealings with the Trust shall be informed that
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Legg Mason Cash Reserve Trust
November 20, 2000
Page 2
the property of the shareholders and the Trustees, officers, employees and
agents of the Trust shall not be subject to claims against or obligations of the
Trust to any extent whatsoever. The Declaration also provides that Trustees
shall cause to be inserted in any written agreement, undertaking or obligation
made or issued on behalf of the Trust an appropriate reference to the
Declaration, providing that neither the shareholders, the Trustees, the
officers, the employees nor any agent of the Trust shall be liable thereunder,
and that the other parties to such instrument shall look solely to the Trust
property for the payment of any claim thereunder or for the performance thereof;
but the omission of such provisions from any such instrument shall not render
any shareholder, Trustee, officer, employee or agent liable, nor shall the
Trustee, or any officer, agent or employee of the Trust be liable to anyone for
such omission.
If, notwithstanding the above provision, any shareholder, Trustee,
officer, employee or agent shall be held liable to any other person by reason of
the omission of such provision from any such agreement, undertaking or
obligation, the shareholder, Trustee, officer, employee or agent shall be
entitled to indemnity and reimbursement out of the Trust property, as provided
in the Declaration. The Declaration further provides that the Trustees,
officers, employees or agents of the Trust shall have no power to bind any
shareholder personally or to call upon any shareholder for the payment of any
sum of money or assessment whatsoever, other than such as the shareholder may at
any time agree to pay by way of subscription to any shares or otherwise. Also,
no shareholder or former shareholder of the Trust shall be liable solely by
reason of his being or having been a shareholder for any debt, claim, action,
demand, suit, proceeding, judgment, decree, liability or obligation of any kind,
against, or with respect to the Trust arising out of any action taken or omitted
for or on behalf of the Trust, and the Trust shall be solely liable therefor and
resort shall be had solely to the Trust property for the payment or performance
thereof.
The Declaration also provides that each shareholder or former
shareholder of the Trust shall be entitled to indemnity and reimbursement out of
the Trust property to the full extent of such liability and the costs of any
litigation or other proceedings in which such liability shall have been
determined, including, without limitation, the fees and disbursements of counsel
if, contrary to the provisions of the Declaration, such shareholder or former
shareholder of the Trust shall be held to personal liability. The Trust shall,
upon request by the shareholder or former shareholder, assume the defense of any
claim made against any shareholder for any act or obligation of the Trust and
satisfy any judgment thereon.
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Legg Mason Cash Reserve Trust
November 20, 2000
Page 3
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion in connection with Post-Effective Amendment No. 38 to
the Trust's Registration Statement on Form N-1A (File No. 2-62218). We also
consent to the reference to our firm in the Statement of Additional Information
filed as part of the Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur C. Delibert
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Arthur C. Delibert
