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Exhibit 8
[LETTER HEAD OF HALE AND DORR LLP.]
August 25, 2000
Board of Trustees
Morgan Grenfell Investment Trust, on behalf of Municipal
Bond (a Series of Morgan Grenfell Investment Trust)
885 Third Avenue
New York, NY 10022
Board of Trustees
BT Investment Funds, on behalf of Intermediate Tax Free
(a Series of BT Investment Funds)
One South Street
Baltimore, MD 21202
Dear Members of the Boards of Trustees:
This opinion is being delivered to you in connection with the filing of the
proxy statement and prospectus on Form N-14 (the "Proxy Statement") relating to
the acquisition by Municipal Bond ("Acquiring Fund"), a series of Morgan
Grenfell Investment Trust ("MG Trust"), of all of the assets of Intermediate Tax
Free ("Acquired Fund"), a series of BT Investment Funds ("BT Trust"), in
exchange solely for (i) the assumption by Acquiring Fund of certain scheduled
liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the
issuance of the Institutional class of voting shares of beneficial interest of
Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring
Fund Shares to the shareholders of Acquired Fund in exchange for their Acquired
Fund Shares of beneficial interest (the "Acquired Fund Shares") and the
termination of Acquired Fund (the foregoing together constituting the
"transaction"). All section references, unless otherwise indicated, are to the
United States Internal Revenue Code of 1986, as amended (the "Code").
In rendering this opinion, we have examined and relied upon (i) the
combined prospectus for Acquiring Fund and certain other Morgan Grenfell mutual
funds, dated February 28, 2000, (ii) the combined statement of additional
information for Acquiring Fund and certain other investment portfolios of the MG
Trust, dated February 28, 2000, (iii) the prospectus for Acquired Fund, dated
January 31, 2000, (iv) the statement of additional information for Acquired
Fund, dated January 31, 2000, (v) the Proxy
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Board of Trustees
Morgan Grenfell Investment Trust
BT Investment Funds
August 25, 2000
Page 2
Statement, (vi) the Agreement and Plan of Reorganization, made as of August 3,
2000 among MG Trust on behalf of Acquiring Fund and BT Trust on behalf of
Acquired Fund (the "Agreement"), (vii) the representation letters delivered to
Hale and Dorr LLP on behalf of Acquiring Fund and Acquired Fund relevant to this
opinion (the "Representation Letters") and (viii) such other documents as we
deemed necessary or relevant to our analysis.
In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories. We have assumed that all parties to the
Agreement and to any other documents examined by us have acted, and will act, in
accordance with the terms of such Agreement and documents and that the
transaction will be consummated pursuant to the terms and conditions set forth
in the Agreement without the waiver or modification of any such terms and
conditions. Furthermore, we have assumed that all representations contained in
the Agreement, as well as those representations contained in the Representation
Letters are, on the date hereof, and will be, at the consummation of the
transaction, true and complete in all material respects, and that any
representation made in any of the documents referred to herein "to the best of
the knowledge and belief" (or similar qualification) of any person or party is,
and at the consummation of the transaction will be, correct without such
qualification. We have also assumed that as to all matters for which a person or
entity has represented that such person is not a party to, does not have, or is
not aware of any plan, intention, understanding or agreement, there is no such
plan, intention, understanding or agreement. We have not attempted to verify
independently such representations, but in the course of our representation,
nothing has come to our attention that would cause us to question the accuracy
thereof.
The conclusions expressed herein represent our judgment regarding the proper
treatment of certain aspects of the transaction affecting Acquiring Fund,
Acquired Fund and the shareholders of Acquired Fund under the income tax laws of
the United States based upon the Code, case law, Treasury Regulations, and the
rulings and other pronouncements of the Internal Revenue Service (the "Service")
in effect on the date of this opinion. No assurances can be given that such
laws will not be amended or otherwise changed after the consummation of the
transaction or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
developments after the consummation of the transaction in the application or
interpretation of the income tax laws of the United States.
Our opinion represents our best judgment regarding how a court would decide
if presented with the issues addressed herein and is not binding upon the
Service or any court. Moreover, our opinion does not provide any assurance that
a position taken in reliance on such opinion will not be challenged by the
Service and does not constitute any representation or warranty that such
position, if so challenged, will not be rejected by a court.
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Board of Trustees
Morgan Grenfell Investment Trust
BT Investment Funds
August 25, 2000
Page 3
This opinion addresses only the specific United States federal income tax
consequences of the transaction set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, or
other tax consequences that may result from the transaction or any other action
(including any action taken in connection with the transaction). We express no
opinion regarding the tax consequences of the transaction to shareholders of
Acquired Fund that are subject to special tax rules.
On the basis of and subject to the foregoing and in reliance upon the
representations, facts and assumptions described above, we are of the opinion
that:
(a) The acquisition by Acquiring Fund of all of the assets of
Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to
Acquired Fund and the assumption of the Acquired Fund Liabilities by Acquiring
Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired
Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for
their Acquired Fund Shares and the termination of Acquired Fund, will constitute
a "reorganization" within the meaning of Section 368(a) of the Code. Acquiring
Fund and Acquired Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code.
(b) No gain or loss will be recognized by Acquired Fund upon (i) the
transfer of all of its assets to Acquiring Fund solely in exchange for the
issuance of Acquiring Fund Shares to Acquired Fund and the assumption of the
Acquired Fund Liabilities by Acquiring Fund and (ii) the distribution by
Acquired Fund of such Acquiring Fund Shares to the shareholders of Acquired
Fund.
(c) No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Acquired Fund solely in exchange for the issuance of
Acquiring Fund Shares to Acquired Fund and the assumption of the Acquired Fund
Liabilities by Acquiring Fund.
(d) The basis of the assets of Acquired Fund acquired by Acquiring
Fund will be, in each instance, the same as the basis of those assets in the
hands of Acquired Fund immediately prior to the transfer.
(e) The tax holding period of the assets of Acquired Fund in the
hands of Acquiring Fund will, in each instance, include Acquired Fund's tax
holding period for those assets.
(f) The shareholders of Acquired Fund will not recognize gain or loss
upon the exchange of all of their Acquired Fund Shares solely for Acquiring Fund
Shares as part of the transaction.
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Board of Trustees
Morgan Grenfell Investment Trust
BT Investment Funds
August 25, 2000
Page 4
(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the
Acquired Fund Shares surrendered in exchange therefor.
(h) The tax holding period of the Acquiring Fund Shares received by
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the Acquired Fund Shares surrendered in exchange therefor, provided
that the Acquired Fund Shares were held as capital assets on the date of the
exchange.
No opinion is expressed or implied regarding the federal income tax
consequences to Acquiring Fund, Acquired Fund or Acquired Fund shareholders of
any conditions existing at the time of, effects resulting from, or other actions
relevant to the transaction, including but not limited to the tax consequences
of any withdrawals by Acquired Fund from Intermediate Tax Free Portfolio, except
as expressly set forth above.
This opinion is being delivered to you solely in connection with the Proxy
Statement. It may not be relied upon for any other purpose or by any other
person or entity, and may not be made available to any other person or entity
without our prior written consent. We hereby consent to the filing of this
opinion as an exhibit to the Proxy Statement and further consent to the use of
our name in the Proxy Statement in connection with references to this opinion
and the tax consequences of the Merger. In giving this consent, however, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hale and Dorr LLP
