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Exhibit L (1)
[WILLKIE FARR & GALLAGHER LETTERHEAD]
December 1, 2000
The Gabelli Equity Trust Inc.
One Corporate Center
Rye, New York 10580-1435
Ladies and Gentlemen:
We have acted as counsel to The Gabelli Equity Trust Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, in connection
with the issuance of up to 17,896,103 shares (the "Shares") of its common stock,
par value $.001 per share (the "Common Stock"), pursuant to the exercise of
rights (the "Rights") to purchase Common Stock to be distributed to the
shareholders of the Fund (the "Offer") in accordance with the Fund's
Registration Statement on Form N-2 (File Nos. 333-47012 and 811-4700) under the
Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended (the "Registration Statement").
We have examined copies of the Articles of Incorporation and By-Laws of the
Fund, as amended, the Registration Statement, resolutions adopted by the Fund's
Board of Directors and other records and documents that we have deemed necessary
for the purpose of this opinion. We have also examined such other documents,
papers, statutes and authorities as we have deemed necessary to form a basis for
the opinion hereinafter expressed. We have assumed that the Fund has no
"Principal Shareholder" as defined in Article VIII of the Fund's Articles of
Incorporation and have relied upon a certificate of the Assistant Secretary of
the Fund to the effect that the Fund has no knowledge of any such Principal
Shareholder.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied upon statements and
certificates of officers and representatives of the Fund and others. As to
matters governed by the laws of Maryland, we have relied upon the opinion of
Messrs. Venable, Baetjer and Howard, LLP that is attached to this opinion.
Based upon the foregoing, we are of the opinion that, when the purchase price
for the Shares has been determined by the duly appointed Pricing Committee of
the Board of Directors as authorized by the Board of Directors, the Shares to be
issued upon exercise of the Rights will have been duly authorized and that when
the Shares have been sold, issued and paid for as contemplated by the
Registration
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December 1, 2000
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Statement, the Shares will have been validly and legally issued and will be
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement. We do
not thereby admit that we are "experts" as that term is used in the Securities
Act of 1933, as amended, and the regulations thereunder.
Very truly yours,
/s/ Willkie Farr & Gallagher
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