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) Dividend 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) Dividend 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, 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 of the Acquiring Fund may be legally and validly issued from
time to time in accordance with the Trust's Declaration of Trust dated as of
August 8, 2003, the Trust's By-Laws, the Trust's Amended and Restated
Establishment and Designation of Series dated as of July 26, 2006, 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 and the receipt by the Acquiring Fund of the consideration described
in the Registration Statement and the Agreement and such Shares, when so issued
and sold, will be legally issued, fully paid and non-assessable, 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. 333-137063) 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