CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                            CHICAGO, ILLINOIS 60603


                                October 13, 2006


First Trust Exchange-Traded Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532


         Re:            First Trust Exchange-Traded Fund
                        --------------------------------


Ladies and Gentlemen:

         We have served as counsel for First Trust Exchange-Traded Fund, a
Massachusetts business trust (the "Trust") on behalf of its series, First Trust
Value Line(R) Equity Allocation Index Fund (the "Acquiring Fund"), in connection
with the Trust's filing of a registration statement on Form N-14 with the
Securities and Exchange Commission on or about October 13, 2006 (the
"Registration Statement") with respect to the registration of the Acquiring
Fund's shares of beneficial interest, par value $0.01 per share (the "Shares"),
to be issued in exchange for the assets of First Trust/Value Line(R) & Ibbotson
Equity Allocation Fund, a Massachusetts business trust (the "Acquired Fund"), as
described in the Registration Statement and pursuant to that certain Agreement
and Plan of Reorganization dated October 13, 2003 by and among the Trust, the
Acquiring Fund, the Acquired Fund and First Trust Advisors L.P. (the
"Agreement").

         In connection therewith, we have examined such pertinent records and
documents and matters of law, including the opinions of Bingham McCutchen LLP,
dated October 13, 2006, upon which we have relied as they relate to the laws of
the Commonwealth of Massachusetts, and certain resolutions adopted by the
Trustees of the Trust at a meeting held on July 26, 2006 (the "Resolutions"),
authorizing the Reorganization and the issuance of the shares on behalf of the
Acquiring Fund, as we have deemed necessary in order to enable us to express the
opinion hereinafter set forth.

         Based upon the foregoing, we are of the opinion that:

         The Shares, when issued and sold in accordance with the Trust's
Declaration of Trust dated as of August 8, 2003, the Trust's Amended and
Restated Establishment and Designation of Series dated as of July 26, 2006 and
the Resolutions and for the consideration described in the Agreement, and
subject to compliance with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, applicable state laws regulating the
sale of securities, will be validly issued, fully paid and non-assessable,



First Trust Exchange-Traded Fund
October 13, 2006
Page 2


except that, as set forth in the Registration Statement, shareholders of the
Acquiring Fund may under certain circumstances be held personally liable for its
obligations.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-136467) relating to the Shares referred to
above, to the use of our name and to the reference to our firm in said
Registration Statement.


                                          Respectfully submitted,



                                          CHAPMAN AND CUTLER LLP