Exhibit No. 9
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE 202-778-9000
www.kl.com
December 22, 2000
PaineWebber Managed Investments Trust
51 West 52nd Street
New York, New York 10019-6114
Ladies and Gentlemen:
You have requested our opinion, as counsel to PaineWebber Managed
Investments Trust ("Trust"), as to certain matters regarding the issuance of
certain Shares of the Trust. As used in this letter, the term "Shares" means the
Class A, Class B, Class C and Class Y shares of beneficial interest of the
series of the Trust listed below that may be issued during the time that
Post-Effective Amendment No. 69 to the Trust's Registration Statement on Form
N-1A ("PEA") is effective and has not been superseded by another post-effective
amendment. The series of the Trust is PaineWebber Tax-Managed Equity Fund.
As such counsel, we have examined certified or other copies, believed by us
to be genuine, of the Trust's Declaration of Trust and by-laws and such
resolutions and minutes of meetings of the Trust's Board of Trustees as we have
deemed relevant to our opinion, as set forth herein. Our opinion is limited to
the laws and facts in existence on the date hereof, and it is further limited to
the laws (other than the conflict of law rules) of the Commonwealth of
Massachusetts that in our experience are normally applicable to the issuance of
shares by investment companies organized as business trusts in that State and to
the Securities Act of 1933 ("1933 Act"), the Investment Company Act of 1940
("1940 Act") and the regulations of the Securities and Exchange Commission
("SEC") thereunder.
Based on the foregoing, we are of the opinion that the issuance of the
Shares has been duly authorized by the Trust and that, when sold in accordance
with the terms contemplated by the PEA, including receipt by the Trust of full
payment for the Shares and compliance with the 1933 Act and the 1940 Act, the
Shares will have been validly issued, fully paid and non-assessable.
We note, however, that 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
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PaineWebber Managed Investments Trust
December 22, 2000
Page 2
Declaration of Trust states that creditors of, contractors with and claimants
against the Trust or any series shall look only to the assets of the Trust for
the appropriate series for payment. It also requires that notice of such
disclaimer be given in each note, bond, contract, certificate, undertaking or
instrument made or issued by the officers or the trustees of the Trust on behalf
of the Trust. The Declaration of Trust further provides: (1) for indemnification
from the assets of the Trust or the appropriate series for all loss and expense
of any shareholder held personally liable for the obligations of the Trust or
any series by virtue of ownership of shares of the Trust or such series; and (2)
for the Trust or appropriate series to assume the defense of any claim against
the shareholder for any act or obligation of the Trust or series. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust or series would be unable to meet
its obligations.
We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the statement of additional
information that is being filed as part of the PEA.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
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KIRKPATRICK & LOCKHART LLP
