Exhibit 11
March 30, 2001
Fidelity Phillips Street Trust
82 Devonshire Street
Boston, MA 02109
Ladies and Gentlemen:
We have acted as counsel to Fidelity Phillips Street Trust, a Delaware business trust (the "Trust"), in connection with the filing with the Securities and Exchange Commission (the "SEC") of the Trust's Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), registering the shares of Fidelity Cash Reserves, a series of the Trust (the "Fund"), to be issued pursuant to an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, and Fidelity Union Street Trust II, a Delaware business trust, on behalf of Fidelity Daily Income Trust, a series of Fidelity Union Street Trust II. The Agreement and Plan of Reorganization provides for the transfer of all of the assets of Fidelity Daily Income Trust to the Fund solely in exchange for shares of the Fund and the assumption by the Fund of Fidelity Daily Income Trust's liabilities.
In connection with rendering the opinions set forth below, we have examined the Registration Statement, including the form of Agreement and Plan of Reorganization filed as an exhibit thereto, the Trust's Trust Instrument, as amended, and By-Laws, and the corporate action of the Trust that provides for the issuance of the shares of the Fund, and we have made such other investigation as we have deemed appropriate. We have also participated in various business and other proceedings relating to the Trust and are generally familiar with its business affairs. For purposes of this opinion letter we have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, and that all signatures on each such document are genuine. We have not verified any of those assumptions.
Based upon and subject to the foregoing, we are of the opinion that the shares of the Fund to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust and, when issued upon the terms provided in the Registration Statement, subject to compliance with the 1933 Act, the Investment Company Act of 1940, as amended, and applicable state law regulating the offer and sale of securities, will be, under the general business trust laws of the State of Delaware, validly issued, fully paid and non-assessable.
The Trust is a business trust established pursuant to the Delaware Business Trust Act (the "Delaware Act"). The Delaware Act provides that a shareholder of the Trust is entitled to the same limitation of personal liability extended to shareholders of for-profit corporations. To the extent that the Trust or any of its shareholders become subject to the jurisdiction of courts in states that do not have statutory or other authority limiting the liability of business trust shareholders, such courts might not apply the Delaware Act and could subject Trust shareholders to liability.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving our consent, we do not thereby 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 SEC thereunder.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
