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Exhibit 5
[ROPES & GRAY LETTERHEAD]
October ___, 2000
GMO Trust
40 Rowes Wharf
Boston, MA 02110
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest (the "Shares") of the GMO Foreign Small Companies Fund, a
series (the "Series") of GMO Trust (the "Trust").
We have examined an executed copy of your Agreement and Declaration of
Trust, as amended, on file in the office of the Secretary of State of The
Commonwealth of Massachusetts. We are familiar with the actions taken by your
Trustees to authorize the issue and sale to the public from time to time of
authorized and unissued Shares of the Series. We have also examined a copy of
your By-laws and such other documents as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that the issue and sale
of the authorized but unissued Shares of the Series have been duly authorized
under Massachusetts law. Upon the original issue and sale of any such authorized
but unissued Shares and upon receipt by the Trust of the authorized
consideration therefor in an amount not less than the applicable net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
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.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the particular series of shares for all
loss and expense of any shareholder of that series held personally liable solely
by reason of his being or having
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GMO Trust -2- October ___, 2000
been a shareholder. Thus, the risk of shareholder liability is limited to
circumstances in which that series of shares itself would be unable to meet its
obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-1A relating to such offering and sale.
Very truly yours,
[DRAFT]
Ropes & Gray
JBT:MHODMA.ACTIVE;8324750;1
