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EXHIBIT 9(A)
OPINION AND CONSENT OF COUNSEL
October 11, 2000
MFS(R) Series Trust XI
500 Boylston Street
Boston, MA 02116
Ladies and Gentlemen:
I am a Senior Vice President and Associate General Counsel of
Massachusetts Financial Services Company, which serves as investment adviser to
MFS Series Trust XI (the "Trust"), and the Assistant Secretary of the Trust. I
am admitted to practice law in The Commonwealth of Massachusetts. The Trust
(originally named MFS(R) Union Standard Trust) was created under a written
Declaration of Trust dated September 1, 1993, as amended, executed and delivered
in Boston, Massachusetts (the "Declaration of Trust"). The beneficial interest
thereunder is represented by transferable shares without par value. The Trustees
have the powers set forth in the Declaration of Trust, subject to the terms,
provisions and conditions therein provided.
I am of the opinion that the legal requirements have been complied with in
the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from time
to time to issue shares of the Trust for such amount and type of consideration,
at such time or times and on such terms as the Trustees may deem best. Under
Article VI, Section 6.1, it is provided that the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited.
By vote adopted on September 1, 1993, the Trustees of the Trust determined
to sell to the public the authorized but unissued shares of beneficial interest
of the Trust for cash at a price which will net the Trust (before taxes) not
less than the net asset value thereof, as defined in the Trust's By-Laws,
determined next after the sale is made or at some later time after such sale.
The Trust has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933.
I am of the opinion that all necessary Trust action precedent to the issue
of all the authorized but unissued shares of beneficial interest of the Trust,
including the Shares, has been duly taken, and that all the Shares were legally
and validly issued, and when sold, will be fully paid and non-assessable,
assuming the receipt by the Trust of the cash consideration therefore in
accordance with the terms of the September 1, 1993 vote of the Trustees,
described above, except as described below. I express no opinion as to
compliance with the Securities Act of 1933, the Investment Company Act of 1940,
or applicable state "Blue Sky" or securities laws in connection with the sale of
the Shares.
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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 Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees. The Declaration of Trust provides for indemnification
out of the Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.
I consent to your filing this opinion with the Securities and Exchange
Commission.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
