Exhibit No. 9
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE 202-778-9000
December 28, 2000
PaineWebber Master Series, Inc.
51 West 52nd Street
New York, New York 10019-6114
Ladies and Gentlemen:
You have requested our opinion, as counsel to PaineWebber Master
Series, Inc. ("Fund"), as to certain matters regarding the issuance of certain
Shares of the Fund. As used in this letter, the term "Shares" means the Class A,
Class B, Class C and Class Y shares of common stock of the series of the Fund
listed below that may be issued during the time that Post-Effective Amendment
No. 43 to the Fund's Registration Statement on Form N-1A ("PEA") is effective
and has not been superseded by another post-effective amendment. The series of
the Fund is PaineWebber Balanced Fund.
As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Fund's Articles of Incorporation and by-laws and
such resolutions and minutes of meetings of the Fund's Board of Directors 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 State of Maryland that
in our experience are normally applicable to the issuance of shares by
registered investment companies organized as corporations under the laws of 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 Fund and that, when sold, the Shares will
have been validly issued, fully paid and non-assessable, provided that (1) the
Shares are sold in accordance with the terms contemplated by the PEA, including
receipt by the Fund of full payment for the Shares and compliance with the 1933
Act and the 1940 Act, and (2) the aggregate number of Shares issued, when
combined with all other then-outstanding shares, does not exceed the number of
shares that the Fund is authorized to issue.
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PaineWebber Master Series, Inc.
December 28, 2000
Page 2
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
