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main telephone
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main fax
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November 6, 2000
To the Persons Listed on
Schedule I Attached hereto
Re: Agreement and Plan of Reorganization for the Exchange of Stock of
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Diversified Income Trust for
Substantially All of the Assets of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ World
Wide Income Trust, dated as of October 26, 2000 (the
"Reorganization Agreement").
Ladies and Gentlemen:
We have acted as counsel to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ World Wide Income
Trust ("World Wide"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Diversified Income Trust
("Diversified") in connection with the proposed transfer of substantially all of
the assets of World Wide to Diversified and certain other transactions related
thereto pursuant to and in accordance with the terms of the Reorganization
Agreement (the "Reorganization"). You have requested that we provide an opinion
regarding the treatment of the Reorganization under the Internal Revenue Code of
1986, as amended (the "Code"), and the accuracy of the tax disclosures in the
proxy statement and prospectus (the "Proxy Statement/Prospectus") on Exhibit 12
to the Form N-14 Registration Statement.
In connection with rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Reorganization Agreement, (ii) the Registration Statement on Form N-14 for the
Reorganization, and the Proxy Statement/Prospectus and other documents,
exhibits, attachments and schedules contained therein, (iii) written
representations of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Advisors Inc. (the
CHICAGO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ COLOGNE HOUSTON LONDON LOS ANGELES NEW YORK WASHINGTON
INDEPENDENT MEXICO CITY CORRESPONDENT: JAUREGUI, NAVARRETE, ▇▇▇▇▇ ▇ ▇▇▇▇▇
INDEPENDENT PARIS CORRESPONDENT: ▇▇▇▇▇▇▇ & ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
November 6, 2000
Page 2
"Advisor") concerning certain facts underlying and relating to the
Reorganization set forth in a letter dated November 6, 2000, and (iv) such other
documents and materials as we have deemed necessary or appropriate for purposes
of the opinions set forth below. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. We have not made
an independent investigation of the facts set forth either in the Registration
Statement, the Reorganization Agreement or such other documents that we have
examined. We have consequently assumed in rendering this opinion that the
information presented in such documents or otherwise furnished to us accurately
and completely describes in all material respects all facts relevant to the
Reorganization.
We have also assumed for purposes of rendering our opinion (i) the accuracy
of, and material compliance with, the representations of the Advisor set forth
in the letter referred to above, (ii) the accuracy of, and material compliance
with, the representations, warranties, covenants and agreements of Diversified
and World Wide made in the Reorganization Agreement, and (iii) that there are no
agreements or understandings other than those of which we have been informed
that would affect our conclusions set forth below.
The opinion set forth below is based on the Code, the legislative history
with respect thereto, rules and regulations promulgated thereunder, and
published rulings, court decisions and administrative authorities issued with
respect to all of the foregoing, all as in effect and existing on the date
hereof, and all of which are subject to change at any time, possibly on a
retroactive basis. In addition, there can be no assurance that positions
contrary to those stated in our opinion may not be asserted by the Internal
Revenue Service.
Any change occurring after the date hereof in, or a variation from, any of
the foregoing factual or legal bases for our opinion could affect the
conclusions set forth below.
In addition, the opinion expressed herein is given as of the date hereof
and we express no obligation to advise you of any changes in the law or events
that may hereafter come to our attention that could affect our opinion set forth
below.
Based on the foregoing, we are of the opinion that, for federal income tax
purposes:
1. The summaries of United States federal income tax consequences set forth
in the Proxy Statement/Prospectus under the headings "Synopsis -- Tax
Consequences of the Reorganization", "The Reorganization -- The Board's
Consideration" and "The Reorganization -- Tax Aspects of the Reorganization" are
accurate in all material respects as to matters of law and legal conclusions.
2. The transfer of World Wide's assets in exchange for Diversified
Shares(1) and the assumption by Diversified of certain stated liabilities of
World Wide followed by the distribution
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(1) Capitalized terms used herein without definition have the meanings ascribed
to them in the Reorganization Agreement.
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
November 6, 2000
Page 3
by World Wide of Diversified Shares to the World Wide Shareholders in exchange
for their World Wide shares pursuant to and in accordance with the terms of the
Reorganization Agreement will constitute a "reorganization" within the meaning
of section 368(a)(1)(C) of the Code, and World Wide and Diversified will each be
a "party to a reorganization" within the meaning of section 368(b) of the Code.
3. No gain or loss will be recognized by Diversified upon receipt of the
assets of World Wide solely in exchange for Diversified Shares and the
assumption by Diversified of the stated liabilities of World Wide.
4. No gain or loss will be recognized by World Wide upon the transfer of
the assets of World Wide to Diversified in exchange for Diversified Shares and
the assumption by Diversified of the stated liabilities or upon the distribution
of Diversified Shares to the World Wide Shareholders in exchange for their World
Wide shares.
5. No gain or loss will be recognized by the World Wide Shareholders upon
the exchange of the World Wide shares for Diversified Shares.
6. The aggregate tax basis for the Diversified Shares received by each
World Wide Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the World Wide shares held by each such World Wide
Shareholder immediately prior to the Reorganization.
7. The holding period of the Diversified Shares to be received by each
World Wide Shareholder will include the period during which the World Wide
shares surrendered in exchange therefor were held (provided such World Wide
shares are held as capital assets on the date of the Reorganization).
8. The tax basis of the assets of World Wide acquired by Diversified will
be the same as the tax basis of such assets to World Wide immediately prior to
the Reorganization.
9. The holding period of the assets of World Wide in the hands of
Diversified will include the period during which those assets were held by World
Wide.
This opinion is being provided to you solely in connection with the filing
of the Registration Statement for the Reorganization. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and to all references to this firm under the headings
"Synopsis -- Tax Consequences of the Reorganization" and "The Reorganization --
Tax Aspects of the Reorganization" in the Proxy Statement/Prospectus.
Very truly yours,
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
November 6, 2000
Page 4
/s/ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
SCHEDULE I
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Diversified Income Trust
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World Wide Trust