October 13, 2006
First Trust Exchange-Traded Fund
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
Chapman and Cutler LLP
111 West Monroe Street
Chicago, IL 60603
Re: First Trust Exchange-Traded Fund
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Ladies and Gentlemen:
We have acted as special Massachusetts counsel to 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 Registration Statement
on Form N-14 to be filed with the Securities and Exchange Commission on
or about October 13, 2006 (the "Registration Statement") with respect to
the Acquiring Fund's shares of beneficial interest, par value $.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 (the
"Reorganization"). You have requested that we deliver this opinion to you
in connection with the Trust's filing of such Registration Statement.
In connection with the furnishing of this opinion, we have
examined the following documents:
(a) a certificate of the Secretary of the Commonwealth
of Massachusetts as to the existence of the Trust;
(b) a copy, stamped as filed with the Secretary of the
Commonwealth of Massachusetts, of the Trust's Declaration of
Trust dated as of August 8, 2003 (the "Declaration");
(c) a copy of the Trust's Amended and Restated
Establishment and Designation of Series dated as of July 26,
2006 and filed with the Secretary of the Commonwealth of
Massachusetts on September 27, 2006 (the "Designation");
(d) a certificate executed by an appropriate officer of
the Trust, certifying as to, and attaching copies of, the
First Trust Exchange-Traded Fund
Chapman and Cutler LLP
October 13, 2006
Page 2 of 3
Trust's Declaration, Designation, By-Laws, and certain
resolutions adopted by the Trustees of the Trust at a meeting
held on July 26, 2006, authorizing the Reorganization and the
issuance of the Shares on behalf of the Acquiring Fund (the
"Resolutions");
(e) a printer's proof received on October 12, 2006 of
the Registration Statement; and
(f) a copy of the Agreement and Plan of Reorganization
to be entered into by the Acquiring Fund in the form included as
Exhibit A to the draft Registration Statement referred to in
paragraph (e) above (the "Agreement and Plan of
Reorganization").
In such examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all of the documents
reviewed by us as copies, including conformed copies, the authenticity
and completeness of all original documents reviewed by us in original or
copy form and the legal competence of each individual executing any
document. We have assumed that the Registration Statement as filed with
the Securities and Exchange Commission will be in substantially the form
of the printer's proof referred to in paragraph (e) above, and that the
Agreement and Plan of Reorganization will be duly completed, executed and
delivered by the parties thereto in substantially the form of the copy
referred to in paragraph (f) above. We note that the resolutions adopted
at the meeting of Trustees of the Trust held on July 26, 2006, as
attached to the certificate referenced in paragraph (d) above and
reviewed by us in connection with rendering this opinion, are in draft
form, and we have assumed for the purposes of this opinion that the
Resolutions will be incorporated into minutes of such meeting and will be
finalized and approved by the Trust's Trustees prior to the issuance of
the Shares in substantially the form attached to such certificate. We
have also assumed for the purposes of this opinion that the Declaration,
the Designation, the Resolutions and the Agreement and Plan of
Reorganization will not have been amended, modified or withdrawn and will
be in full force and effect on the date of issuance of such Shares.
This opinion is based entirely on our review of the documents
listed above and such investigation of law as we have deemed necessary or
appropriate. We have made no other review or investigation of any kind
whatsoever, and we have assumed, without independent inquiry, the
accuracy of the information set forth in such documents.
First Trust Exchange-Traded Fund
Chapman and Cutler LLP
October 13, 2006
Page 3 of 3
This opinion is limited solely to the internal substantive laws
of the Commonwealth of Massachusetts, as applied by courts located in
Massachusetts (other than Massachusetts securities laws, as to which we
express no opinion), to the extent that the same may apply to or govern
the transactions referred to herein. No opinion is given herein as to the
choice of law or internal substantive rules of law, which any tribunal
may apply to such transaction. In addition, to the extent that the
Declaration, the Designation or the By-Laws refer to, incorporate or
require compliance with the Investment Company Act of 1940, as amended,
or any other law or regulation applicable to the Trust, except for the
internal substantive laws of the Commonwealth of Massachusetts, as
aforesaid, we have assumed compliance by the Trust with such Act and such
other laws and regulations.
We understand that all of the foregoing assumptions and
limitations are acceptable to you.
Based upon and subject to the foregoing, please be advised that
it is our opinion that the Shares, when issued and sold in accordance
with the Declaration, the Designation and the Resolutions and for the
consideration described in the Agreement and Plan of Reorganization, will
be validly issued, fully paid and nonassessable, except that shareholders
of the Acquiring Fund may under certain circumstances be held personally
liable for its obligations.
This opinion is given as of the date hereof and we assume no
obligation to update this opinion to reflect any changes in law or any
other facts or circumstances which may hereafter come to our attention.
We hereby consent to your reliance on this opinion in connection with
your opinion to the Trust with respect to the Shares and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
BINGHAM McCUTCHEN LLP