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Exhibit 99.2(l)(1)
[Willkie Farr & Gallagher Letterhead]
August 11, 2000
Boulder Total Return Fund, Inc.
1680 38th Street, Suite 800
Boulder, CO 80301
Ladies and Gentlemen:
We have acted as counsel to Boulder Total Return Fund, Inc., a corporation
organized under the laws of the State of Maryland (the "Fund"), in connection
with the preparation of a registration statement on Form N-2 (the "Registration
Statement") and the prospectus forming part of the Registration Statement (the
"Prospectus"), relating to the offer and sale of 775 shares of Taxable Auction
Market Preferred Stock of the Fund, par value $.01 per share (the "AMPS").
We have examined copies of the Fund's charter, as amended from time to time (the
"Charter"), and by-laws, the Registration Statement, resolutions adopted by the
Fund's Board of Directors (the "Board") on June 23, 2000 and August 11, 2000,
the form of the Fund's Articles Supplementary relating to the AMPS (the
"Articles Supplementary") and any other records, documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinions
expressed below. 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 opinions, we have relied on
certificates and statements of officers and representatives of the Fund and
others.
Based on and subject to the foregoing, we are of the opinion that the AMPS to be
offered for sale pursuant to the Registration Statement have been duly
authorized and, when thereafter sold, issued and paid for as contemplated by the
Registration Statement and Articles Supplementary, will have been validly and
legally issued and will be fully paid and non-assessable.
We are admitted to the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinion set forth above is accordingly
limited to the laws of those jurisdictions. As to matters governed by the laws
of the State of Maryland, we have relied on the opinion of Messrs. Venable,
Baetjer and Howard, LLP appended to this letter. This opinion is limited to the
present laws of the aforementioned jurisdictions and the United States of
America for present judicial interpretations thereof and to the facts as they
presently exist. We assume no obligation to revise or supplement this opinion
should the present laws of such jurisdictions be changed by legislative action,
judicial decision or otherwise. This opinion is rendered as of the date hereof,
and we express no opinion as to, and disclaim any undertaking or obligation to
update this opinion in respect of changes of circumstances or events which occur
subsequent to this date.
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Boulder Total Return Fund, Inc.
August 11, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus included as
part of the Registration Statement under "Legal Opinions." We are furnishing
this opinion solely for your benefit and this opinion may not be relied upon by
any other person without our prior written consent.
Very truly yours,
