October 25, 2000
John Hancock Tax-Exempt Series Fund
101 Huntington Avenue
Boston, MA 02199
RE: John Hancock Tax-Exempt Series Fund (the "Trust")
John Hancock Massachusetts Tax-Free Income Fund
John Hancock New York Tax-Free Income Fund
File Nos. 33-12947; 811-5079 (0000811921)
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Ladies and Gentlemen:
In connection with the filing of Post Effective Amendment No. 18 under the
Securities Act of 1933, as amended, and Amendment No. 19 under the Investment
Company Act of 1940, as amended, for John Hancock Tax-Exempt Series Fund (the
"Trust") it is the opinion of the undersigned that the Trust's shares when sold
will be legally issued, fully paid and nonassessable.
In connection with this opinion it should be noted that the Fund is an entity of
the type generally known as a "Massachusetts business trust." The Trust has been
duly organized and is validly existing under the laws of the Commonwealth of
Massachusetts. Under Massachusetts law, shareholders of a Massachusetts business
trust may be held personally liable for the obligations of the Trust. However,
the Trust's Declaration of Trust disclaims shareholder liability for obligations
of the Trust and indemnifies the shareholders of a Fund, with this
indemnification to be paid solely out of the assets of that Fund. Therefore, the
shareholder's risk is limited to circumstances in which the assets of a Fund are
insufficient to meet the obligations asserted against that Fund's assets.
Sincerely,
/s/Theresa Apruezzese
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Theresa Apruezzese
Senior Attorney and Assistant Secretary
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