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[LETTERHEAD]WILLKIE FARR & GALLAGHER EXHIBIT NO. 9
787 Seventh Avenue
New York, New York 10019-6099
212-728-8000
Fax 212-728-8111
November 9, 2000
PaineWebber PACE Select Advisors Trust
51 West 52nd Street
New York, New York 10019-6114
Ladies and Gentlemen:
You have requested us, as counsel to PaineWebber PACE Select Advisors Trust (the
"Trust"), a business trust organized under the laws of the State of Delaware, to
furnish you with this opinion in connection with the Trust's filing of
Post-Effective Amendment No. 10 (the "Amendment") to its Registration Statement
on Form N-1A (the "Registration Statement").
We have examined the Trust's Registration Statement substantially in the form in
which it is to become effective and the Trust's Certificate of Trust, Trust
Instrument and Bylaws, each as amended, restated and/or supplemented. We have
also examined such other records, documents, papers, statutes and authorities as
we have deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Trust and
others.
In rendering the opinion expressed herein based upon the laws of the State of
Delaware, we have relied solely upon the attached opinion of Richards, Layton &
Finger, P.A., special Delaware counsel to the Trust, and the opinion expressed
below is subject to all of the assumptions recited in such attached opinion.
Based upon the foregoing, we are of the opinion that the Shares (as defined in
the Trust Instrument) of the Trust, when and if duly sold, issued and paid for
in accordance with the laws of applicable jurisdictions and the terms of the
Trust's Certificate of Trust, Trust Instrument and By-Laws and the Registration
Statement, will be valid, legally issued, fully paid and non-assessable
undivided beneficial interests in the assets of the relevant Series of the
Trust, assuming (i) that at the time of sale such Shares are sold at a sales
price in each case in excess of the par value of the Shares and
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PaineWebber Select Advisors Trust
November 9, 2000
Page 2
(ii) that the resolutions of the Board of Trustees authorizing the issuance of
the Shares that are in effect on the date hereof have not been modified or
withdrawn and in full force and effect on the date of issuance. We note that
shareholders, as beneficial owners of the Trust or a Series, may be obligated,
pursuant to the Trust Instrument, to (i) pay sales charges in connection with an
investment in any Series or Class, and (ii) pay charges in connection with the
redemption of Shares.
We hereby consent to the filing of this opinion as an exhibit to the Amendment,
to any reference to our name in the Statement of Additional Information included
as part of the Amendment, and to the filing of this opinion as an exhibit to any
application made by or on behalf of the Trust or any distributor or dealer in
connection with the registration or qualification of the Trust or the Shares
under the securities laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Richards, Layton & Finger
A Professional Association
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (302) 658-6541
Telecopier (302) 658-6548
Website: www.rlf.com
November 9, 2000
PaineWebber PACE Select Advisors Trust
51 West 52nd Street
New York, NY 10019-6114
Re: PaineWebber Pace Select Advisors Trust
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Ladies and Gentlemen:
We have acted as special Delaware counsel for PaineWebber PACE
Select Advisors Trust, a Delaware business trust (the "Trust"), and PACE
Money Market Investments (the "Money Market Series"), PACE Government
Securities Fixed Income Investments, PACE Intermediate Fixed Income
Investments, PACE Strategic Fixed Income Investments, PACE Municipal Fixed
Income Investments, PACE Global Fixed Income Investments, PACE Large Company
Value Equity Investments, PACE Large Company Growth Equity Investments, PACE
Small/Medium Company Value Equity Investments, PACE Small/Medium Company
Growth Equity Investments, PACE International Equity Investments, and PACE
International Emerging Markets Equity Investments, each a series of the Trust
(collectively, the "Series"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of copies of the
following:
(a) The Certificate of Trust of the Trust, dated
September 9, 1994, as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on September 9, 1994, as amended by the
Certificate of Amendment thereto, dated December 5, 1994, as filed in the office
of the Secretary of State on December 9, 1994, as further amended by the
Certificate of Amendment thereto, dated November 26, 1997, as filed in the
office of the Secretary of State on December 1, 1997, as further amended by the
Certificate of Amendment thereto, dated December 11, 1998, as filed in the
office of the Secretary of State on December 17, 1998 (as so amended, the
"Certificate");
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PaineWebber PACE Select Advisors Trust
November 9, 2000
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(b) The Trust Instrument of the Trust, dated as of
September 9, 1994, by and among the trustees of the Trust named therein and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust or a series of the Trust, as amended on June 9, 1995;
(c) A form of the Amended and Restated Trust Instrument of
the Trust (including Schedule A thereto) (the "Trust Instrument"), by and among
the Trustees and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust or a series of the Trust;
(d) The By-Laws of the Trust, dated September 9, 1994, as
amended on June 9, 1995;
(e) A form of the Amended and Restated By-Laws of the Trust
(the "By-Laws");
(f) Preliminary prospectuses relating to the Class A,
Class B, Class C, and Class Y shares in the Series other than the Money
Market Series, and the Class P Shares in the Series, representing undivided
beneficial interests in the assets of a Series (each, a "Share" and
collectively, the "Shares"), as proposed to be filed by the Trust and each
applicable Series with the Securities and Exchange Commission as part of
Post-Effective Amendment No. 10 to their Registration Statement on Form N-1A
(as amended, the "Registration Statement") on or about November 9, 2000; and
(g) A certificate of the secretary of the Trust, dated
November 9, 2000, as to certain matters.
Capitalized terms used herein and not otherwise defined are used
as defined in the Trust Instrument.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (g) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (g) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
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PaineWebber PACE Select Advisors Trust
November 9, 2000
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For purposes of this opinion, we have assumed (i) that the Trust
Instrument and the By-Laws constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation, and termination of the Trust, and that the Trust
Instrument, the By-Laws and the Certificate are in full force and effect and
have not been amended, (ii) that any amendment or restatement of any document
reviewed by us has been accomplished in accordance with, and was permitted by,
the relevant provisions of said document prior to its amendment or restatement
from time to time, (iii) that each party to the documents examined by us has
been duly created, formed or organized, as the case may be, and is validly
existing in good standing under the laws of the jurisdiction governing its
creation, formation or organization, (iv) the legal capacity of each natural
person who is a party to the documents examined by us, (v) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (vi) that
each of the parties to the documents examined by us has duly authorized,
executed and delivered such documents, (vii) the payment by each person or
entity to whom a Share is to be issued by the Trust (collectively, the
"Shareholders") for the Share acquired by it, in accordance with the Trust
Instrument and the Registration Statement, (viii) that the Shares are issued and
sold to the Shareholders in accordance with the Trust Instrument and the
Registration Statement, and (ix) that no certificates evidencing the Shares have
been or will be issued by the Trust.
This opinion is limited to the laws of the State of Delaware
(excluding the securities or blue sky laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that the
Shares have been duly authorized under the Trust Instrument and the By-Laws and,
when issued and delivered against payment therefor, the Shares will be validly
issued and (subject to the qualifications set forth in this paragraph) fully
paid and nonassessable undivided beneficial interests in the assets of a Series.
We note that the Shareholders, as beneficial owners of the Trust or a Series,
may be obligated, pursuant to the Trust Instrument, to (i) pay sales charges in
connection with an investment in any Series or Class, and (ii) pay charges in
connection with the redemption of Shares (as defined in the Trust Instrument).
We consent to your relying as to matters of Delaware law upon
this opinion. We also consent to Willkie Farr & Gallagher's relying as to
matters of Delaware law upon this opinion in connection with opinions to be
rendered by it on the date hereof. Additionally, we consent to the filing of
this opinion with the Securities and Exchange Commission as an exhibit to the
Registration Statement. In giving the foregoing consents, we do not thereby
admit that we come within the category of persons or entities whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and
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PaineWebber PACE Select Advisors Trust
November 9, 2000
Page 4
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/MVP
