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EXHIBIT L(2)
June 2, 2000
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Re: The Gabelli Global Multimedia Trust Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for The Gabelli Global
Multimedia Trust Inc., a Maryland corporation (the "Fund"), in connection with
the issuance of up to 3,598,938 shares (the "Shares") of its common stock, $.001
par value per share (the "Common Stock") pursuant to the exercise of rights (the
"Rights") to purchase Common Stock to be distributed to the Fund's stockholders
in accordance with the Fund's Registration Statement on Form N-2 (File No.
333-33514) (the "Registration Statement").
As Maryland counsel for the Fund, we are familiar with its Charter
and Bylaws. We have examined the Registration Statement for the Shares,
substantially in the form in which it is to become effective, and the form of
subscription certificate for exercise of the Rights. We have examined and relied
upon a certificate of the Maryland State Department of Assessments and Taxation
to the effect that the Fund is duly incorporated and existing under the laws of
the State of Maryland and is in good standing and duly authorized to transact
business in the State of Maryland. We have further examined and relied upon a
certificate of the Secretary of the Fund with respect to the Fund's Charter and
Bylaws and certain action taken by its Board of Directors, among other matters
addressed in the certificate. We have examined and relied upon such corporate
records of the Fund and other documents and certificates as to factual matters
as we have deemed necessary to render the opinion expressed herein.
We have assumed that the Fund has no "Principal Shareholder" as
defined in Article VIII of the Fund's Charter and have relied upon a certificate
of the Secretary of the Fund to the effect that the Fund has no knowledge of any
such Principal Shareholder. We have also assumed, without independent
verification, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies, and
the genuineness of all signatures.
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Willkie Farr & Gallagher
June 2, 2000
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Based on such examination, we are of the opinion and so advise you
that when the purchase price for the Shares has been determined by the duly
appointed Pricing Committee of the Board of Directors as authorized by the Board
of Directors, the Shares of Common Stock to be issued upon exercise of the
Rights will have been duly authorized and that when the Shares have thereafter
been sold, issued and paid for as contemplated by the Registration Statement,
the Shares will have been validly and legally issued and will be fully paid and
nonassessable.
This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities laws or "Blue Sky" laws of
Maryland, to federal securities laws, or to other federal or state laws.
You may rely upon our foregoing opinion in rendering your opinion to
the Fund that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us under the caption "Legal Matters" in the
Prospectus. We do not thereby admit that we are "experts" as that term is used
in the Securities Act of l933 and the regulations thereunder.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
