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Exhibit i (2)
Boston
November 22, 2000
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
Re: Warburg Pincus Trust-Global Telecommunications Portfolio
Post-Effective Amendment on Form N-lA
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law in connection with the filing by Warburg Pincus Trust, a Massachusetts trust
with transferable shares (the "Trust"), of Post-Effective Amendment No. 14 to
the Trust's Registration Statement on Form N-1A (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"),
Registration No. 33-58125, and Amendment No. 15 to the Trust's Registration
Statement under the Investment Company Act of 1940, as amended, Registration No.
811-07261 (collectively, the "Amendment"), relating to the registration of
shares of beneficial interest, par value $.001 per share (the "Portfolio
Shares") of the Global Telecommunications Portfolio, a series of the Trust (the
"Portfolio").
We have acted as Massachusetts counsel to the Trust in connection with
the preparation of the Amendment and the authorization by the Trustees of the
Trust of the issuance and sale of the Portfolio Shares. In this connection we
have examined and are familiar with the Trust's Declaration of Trust filed
with the Secretary of the Commonwealth of Massachusetts on March 15, 1995, as
amended by Certificates of Amendment filed April 4, 1995 and March 14, 2000 and
supplemented by Certificates of Establishment and Designation filed April 18,
1996, August 8, 1997 and November 24, 1998, respectively, and further
supplemented by a Certificate of Establishment and Designation of the Global
Telecommunications Portfolio filed November 22, 2000 (as so amended and
supplemented, the "Declaration"), the Bylaws of the Trust, the forms of the
Prospectus (the "Prospectus") and the Statement of Additional Information (the
"SAI") relating to the Portfolio and included the Amendment, substantially in
the form in which it is to be filed with the Securities and Exchange Commission
(the "SEC"), the actions of the Trustees to organize the Trust and the
Portfolio and to authorize the issuance of the Portfolio Shares, certificates
of Trustees and officers of the Trust and of public officials as to matters of
fact, and such other documents and instruments, certified or otherwise
identified to our satisfaction, and such
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Willkie Farr & Gallagher
November 22, 2000
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questions of law and fact, as we have considered necessary or appropriate for
purposes of the opinions expressed herein. We have assumed the genuineness of
the signatures on, and the authenticity of, all documents furnished to us, and
the conformity to the originals of documents submitted to us as certified
copies, which facts we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in
our opinion, under the laws of The Commonwealth of Massachusetts:
1. The Trust has been duly organized and is validly existing as a trust
with transferable shares of the type commonly called a
Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Portfolio
Shares; the Portfolio Shares to be offered for sale by the
Prospectus and SAI have been duly and validly authorized by all
requisite action of the Trustees of the Trust, and no action of
the shareholders of the Trust is required in such connection.
3. The Portfolio Shares, when duly sold, issued and paid for as
contemplated by the Registration Statement, will be validly and
legally issued, fully paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to point
out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of Massachusetts applying to business trusts generally,
but does not extend to the Massachusetts Securities Act, or to federal
securities or other laws.
You may rely upon the foregoing opinions in rendering your opinion letter
on the same matters which is to be filed with the Amendment as an exhibit to the
Registration Statement, and we hereby consent to the reference to us in the
Prospectus, and to the filing of this letter with the SEC as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we come within the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
Sullivan & Worcester llp
