[ROPES AND GRAY LETTERHEAD]
June 8, 2000
Putnam Variable Trust
One Post Office Square
Boston, MA 02109
Gentlemen:
We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (the "Registration Statement") filed under the
Securities Act of 1933, as amended, by Putnam Variable Trust (f/k/a Putnam
Capital Manager Trust) (the "Trust") for the registration of an indefinite
number of its shares of beneficial interest (the "Shares"). The Shares are
proposed to be sold pursuant to a Distributor's Contract dated May 6, 1994
(the "Distributor's Contract") between the Trust and Putnam Retail
Management, Inc. (f/k/a Putnam Mutual Funds Corp.).
We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize this issuance
of the Shares. We have examined its records of Trustee and shareholder
action, its Bylaws, and its Agreement and Declaration of Trust on file at
the office of the Secretary of State of The Commonwealth of Massachusetts.
We have examined copies of such Registration Statement, in the form filed
with the Securities and Exchange Commission, and such other documents as we
deem necessary for the purpose of this opinion.
We assume that upon sale of the Shares the Trust will receive the net
asset value thereof.
We are of the opinion that the Shares are currently divided into 25
separate portfolio series; that the Trust is authorized to issue an
unlimited number of Shares of each of the following series: Putnam VT
Voyager Fund, Putnam VT Growth and Income Fund, Putnam VT Money Market
Fund, Putnam VT High Yield Fund, Putnam VT Income Fund, Putnam VT Global
Asset Allocation Fund, Putnam VT Global Growth Fund, Putnam VT Utilities
Growth and Income Fund, Putnam VT Diversified Income Fund, Putnam VT New
Opportunities Fund, Putnam VT Asia Pacific Growth Fund, Putnam VT
International Growth Fund, Putnam VT International Growth and Income Fund,
Putnam VT International New Opportunities Fund, Putnam VT New Value Fund,
Putnam VT Vista Fund, Putnam VT The George Putnam Fund of Boston, Putnam VT
Health Sciences Fund, Putnam VT Investors Fund, Putnam VT OTC & Emerging
Growth Fund, Putnam VT Research Fund, Putnam VT Small Cap Value Fund,
Putnam VT Growth Opportunities Fund, Putnam VT American Government Income
Fund and Putnam VT Technology Fund; and that when the Shares are issued and
sold pursuant to the Distributor's Contract, they 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 by given in each agreement, obligation, or
instrument entered into or executed by the Trust or the Trustees. The
Agreement and Declaration of Trust provides for allocation of the assets
and liabilities of the Trust among its portfolio series, and further
provides for indemnification out of the property of a portfolio series for
all loss and expense of any shareholder of the portfolio series held
personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the
portfolio series itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
