June 17, 2009
ING Clarion Global Real Estate Income Fund
201 King of Prussia Road
Radnor, Pennsylvania 19087
Re: ING Clarion Global Real Estate Income Fund — | |
Registration Statement on Form N-14 |
Ladies and Gentlemen:
We have acted as special counsel to ING Clarion Global Real Estate Income Fund, a statutory trust created under the Delaware Statutory Trust Act (the "Trust"), in connection with the issuance of the Trust's common shares of beneficial interest, par value $.001 per share, to be issued pursuant to the Agreement and Plan of Reorganization (the "Agreement and Plan of Reorganization") between the Trust, ING Clarion Real Estate Income Fund("IIA"), a Delaware statutory trust, and IGR Merger Subsidiary ("Merger Subsidiary"), a direct, wholly-owned subsidiary of the Trust (collectively, the "Shares").
This opinion is being furnished in accordance with the requirements of Item 16 of the Form N-14 registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act").
In connection with this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the following:
(a) the registration statement of the Trust on Form N-14 (File Nos. 333-157821 and 811-21456), as filed with the Securities and Exchange Commission (the "Commission") on March 10, 2009, and as amended by Pre-Effective Amendment No. 1 to be filed on the date hereof under the 1933 Act and the 1940 Act (such registration statement, as so proposed to be amended, being hereinafter referred to as the "Registration Statement");
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June 17, 2009
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(b) the Certificate of Trust of the Trust, as filed with the Secretary of State of the State of Delaware on November 6, 2003 (the "Certificate of Trust");
(c) the Amended and Restated Agreement and Declaration of Trust of the Trust, dated as of December 12, 2003 and certified by the Secretary of the Trust as currently in effect (the "Agreement and Declaration of Trust");
(d) the Amended and Restated By-Laws of the Trust, dated as of December 12, 2003 and certified by the Secretary of the Trust as currently in effect (the "Amended and Restated By-Laws" and, collectively with the Certificate of Trust and the Agreement and Declaration of Trust, the "Governing Documents");
(e) a specimen certificate representing the Shares, as filed with the Commission as an exhibit to the Registration Statement on June 17, 2009;
(f) the form of the Agreement and Plan of Reorganization, as filed with the Commission as an exhibit to the Registration Statement on March 10, 2009; and
(g) certain resolutions adopted by the Board of Trustees of the Trust (the "Board of Trustees") relating to the issuance and sale of the Shares and related matters.
In such examination we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, or other copies and the authenticity of the originals of such latter documents. As to any facts material to such opinion which were not independently established, we have relied on statements or representations of officers and other representatives of the Trust or others.
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June 17, 2009
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Members of our firm are admitted to the bar in the State of Delaware, and we do not express any opinion as to any laws other than the Delaware Statutory Trust Act.
Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that the Shares of the Trust to be issued and delivered to shareholders of IIA pursuant to the terms of the Agreement and Plan of Reorganization, upon issuance, will be legally issued, fully paid and, except as provided for in Section 3.8 of the Agreement and Declaration of Trust of the Trust, nonassessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 11 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher, & Flom LLP