PAINEWEBBER MUTUAL FUND TRUST, 485BPOS, EX-99.10(B), 2000-06-27

PAINEWEBBER MUTUAL FUND TRUST
485BPOS, EX-99.10(B), 2000-06-27

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                                                                   Exhibit 10(b)


                                  June 26, 2000



Mitchell Hutchins
1285 Avenue of the Americas
New York, New York 10019



         Re:  PaineWebber California Tax-Free Income Fund,
              a series of the PaineWebber Mutual Fund Trust
              (the "California Fund")
              -------------------------------------------------



         We hereby consent to the filing of this consent as an exhibit to the
registration statement on Form N-1A for the California Fund dated as of the date
hereof (the "Registration Statement") and to the use of our name as counsel to
the California Fund with respect to California law in the Registration Statement
and the Prospectus for the California Fund.




                                         Very truly yours,



                                         Orrick, Herrington & Sutcliffe LLP