EXHIBIT (10)(e)
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
August 3, 2000
State Street Research Securities Trust
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
As counsel to State Street Research Securities Trust, a business trust
organized under the laws of the Commonwealth of Massachusetts (the "Trust"), we
have been asked to render our opinion in connection with the proposed issuance
by the Trust of shares of beneficial interest of State Street Research
Concentrated Large-Cap Value Fund and State Street Research Tax-Managed
Small-Cap Fund (the "Funds"), which are series of the Trust that have been
established and designated pursuant to Section 4.1 of Article IV of the Trust's
Master Trust Agreement dated January 25, 1994, as amended, all as more fully
described in the Prospectus and Statement of Additional Information contained in
Post-Effective Amendment No. 12 under the Securities Act of 1933, as amended, to
the Registration Statement on Form N-1A (Securities Act File No. 33-74628) filed
August 3, 2000 by the Trust with the Securities and Exchange Commission (as
amended, the "Registration Statement").
We wish to advise you that we have examined such documents and questions
of law as we have deemed necessary for purposes of this opinion. Based upon the
foregoing, we are of the opinion that:
1. The Trust has been duly organized and is validly existing pursuant to
the laws of the Commonwealth of Massachusetts; and
2. The shares of beneficial interest of the Funds which are described in
the foregoing Registration Statement will, when sold in accordance with the
terms of the Prospectus and Statement of Additional Information in effect at the
time of the sale, be legally issued, fully paid and non-assessable by the Trust.
We consent to a copy of this opinion being filed as an exhibit to the
foregoing Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
