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EXHIBIT (I)
July 18, 2000
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Enterprise Accumulation Trust
Registration Statement No. 33-21534
Dear Sir or Madam:
I am counsel to Enterprise Accumulation Trust (the "Fund"), and in so acting,
have reviewed Post-Effective Amendment No. 21 (the "Post Effective Amendment")
to the Fund's Registration Statement on Form N-1A, Registration File No.
33-21534. Representatives of the Fund have advised that the Fund will file the
Post-Effective Amendment pursuant to paragraph (a) of Rule 485 ("Rule 485")
promulgated under the Securities Act of 1933. In connection therewith, the Fund
has requested that I provide this letter.
In my examination of the Post-Effective Amendment, I have assumed the conformity
to the originals of all documents submitted to me as copies.
Based upon the foregoing, I hereby advise you that:
(1) the Fund is a trust duly incorporated and validly existing in good
standings under the laws of the State of Massachusetts;
(2) the Common Stock to be offered has been duly authorized and, when
sold as contemplated in the Amendments, will be validly issued, fully paid and
nonassessable; and
Very truly yours,
/s/ CATHERINE R. MCCLELLAN
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Catherine R. McClellan
Senior Vice President and Chief Counsel
