<PAGE> 1
EXHIBIT i(1)
November 22, 2000
Warburg, Pincus Trust
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus Trust (the "Trust"), a business
trust organized under the laws of The Commonwealth of Massachusetts, in
connection with the Trust's establishment of a new series, the Global
Telecommunications Portfolio (the "Portfolio").
We have examined copies of the Trust's Declaration of Trust, as amended (the
"Declaration"), the Trust's By-Laws, the Trust's Registration Statement, as
amended, on Form N-1A, Securities Act File No. 33-58125 and Investment Company
Act File No. 811-07261 (the "Registration Statement"), and all resolutions
adopted by the Trust's Board of Trustees at a meeting held on November 16,
2000. 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 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.
Based upon the foregoing, we are of the opinion that the shares of beneficial
interest of the Portfolio, par value $.001 per share (the "Shares"), when duly
sold, issued and paid for in accordance with the terms of the Declaration, the
Trust's By-Laws and the Registration Statement, will be validly issued and will
be fully paid and non-assessable shares of beneficial interest of the Trust,
except that, as set forth in the Registration Statement, shareholders of the
Trust may under certain circumstances be held personally liable for its
obligations. Our opinion is based on the following assumptions: (i) 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 (ii) 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modified or withdrawn and are in full force and effect on the date of issuance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the statement of additional
information included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf
<PAGE> 2
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 admitted to practice only in the State of New York and are not admitted
to practice under, nor are we experts with respect to, the laws of the
Commonwealth of Massachusetts. Accordingly, in rendering the opinions set forth
above when we have relied with your consent on the opinion of Sullivan &
Worcester LLP, special Massachusetts counsel to the Trust, as to all matters of
Massachusetts law, which opinion is attached hereto.
Very truly yours,
/s/ Willkie Farr & Gallagher
-2-
