LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
75 EAST 55TH STREET
NEW YORK, NEW YORK 10022-3205
TELEPHONE (212) 318-6000
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ROBERT P. HASTINGS (1910-1996)
COUNSEL
LEE J. PAUL
LEONARD S. JANOFSKY
CHARLES M. WALKER
WRITER'S DIRECT ACCESS OUR FILE NUMBER
June 16, 2000
Reich & Tang Equity Fund, Inc.
600 Fifth Avenue
New York, N.Y. 10020
Delafield Fund, Inc.
600 Fifth Avenue
New York, N.Y. 10020
Re: Reorganization of Reich & Tang Equity
Fund, Inc. into Delafield Fund, Inc.
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Gentlemen:
We have acted as counsel to Delafield Fund, Inc. ("Delafield")
and Reich & Tang Equity Fund, Inc. ("R&T Equity"), both Maryland corporations,
in connection with an Agreement and Plan of Reorganization and Liquidation (the
"Plan") adopted by the Boards of Directors of Delafield and R&T Equity on March
22, 2000, and to be presented to shareholders of R&T Equity on June 13, 2000.
Pursuant to the Plan, substantially all of the then-existing assets of R&T
Equity will be transferred to Delafield in exchange for (i) the assumption of
all the obligations and liabilities of R&T Equity by Delafield and (ii) the
issuance and delivery to R&T Equity of full and fractional shares of Delafield's
shares of beneficial interest (the "Shares"), and such Shares shall be
distributed by R&T Equity pro rata to its shareholders upon its liquidation.
This opinion is furnished to you pursuant to sections 10(B) and 11(B) of the
Plan. Capitalized terms used herein without definition which are defined in the
Plan have the same respective meanings herein as therein.
In rendering this opinion, (i) we have relied upon our knowledge that
the Boards of Directors of Delafield and R&T Equity, including a majority of the
directors who are not interested persons, have determined that the
Reorganization is in the best interests of the existing shareholders of
Delafield and R&T Equity, and (ii) we have relied as to factual
ADDITIONAL NEW YORK ADDRESS:
399 PARK AVENUE, NEW YORK, NEW YORK 10022-4697
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Delafield and R&T Equity
June 16, 2000
Page 2
matters on representations provided by the officers of Delafield and R&T Equity
and have not independently established or verified the accuracy of such factual
matters.
As counsel for Delafield and R&T Equity, we have reviewed their
Articles of Incorporation, By-laws, resolutions of the Board of Directors,
registration statements (including the prospectuses contained therein), and the
combined prospectus/proxy statement prepared in contemplation of the
Reorganization and filed with the Securities and Exchange Commission under the
inquiries of public officials and officers of Delafield and R&T Equity and have
examined originals, certified copies or copies otherwise identified to our
satisfaction of such other documents, records and other instruments as we have
deemed necessary or appropriate for the purposes of our opinions. With respect
to all documents we reviewed or examined, we have assumed the genuineness of all
signatures on original documents and the conformity to the original documents of
all copies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not express any opinion as to the laws of other
states or jurisdictions except as to matters of Federal law and, with respect to
the limited scope of this opinion, Maryland corporate law.
Based upon, and subject to, the foregoing, we are of the opinion that:
(1) Delafield and R&T Equity are organized as Maryland
corporations and are validly existing under the laws of
Maryland with full corporate power to act as open-end
investment companies of the management type registered under
the 1940 Act,
(2) the Plan and the Reorganization provided for therein have
been duly authorized and approved by all requisite corporate
action of Delafield and R&T Equity, making said Plan and the
Reorganization valid, binding and enforceable upon Delafield
and R&T Equity,
(3) the Plan and the Reorganization provided for therein does
not result in any violation of the Articles of Incorporation
or By-laws of Delafield and R&T Equity, and
(4) Delafield Shares to be issued pursuant to the
Reorganization will be duly authorized and upon issuance
thereof in accordance with the Plan will be validly issued,
fully paid and non-assessable Shares.
This opinion letter is solely for your benefit and is not to be quoted
in whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to any governmental
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Delafield and R&T Equity
June 16, 2000
Page
agency or other person without the written consent of this firm. This opinion
letter is rendered as of the date hereof. We specifically disclaim any
responsibility to update or supplement this opinion letter to reflect any events
or state of facts which may hereafter come to our attention, or any changes in
statutes or regulations or any court decisions which may hereafter occur.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
NEW YORK55\1396.1
