BUTZEL LONG, a professional corporation
380 Madison Avenue
New York, NY 10017
Tel: (212) 818-1110
FAX: (212) 818-0494
e-mail: barrett@butzel.com
July 11, 2008
Narragansett Insured Tax-Free Income Fund
380 Madison Avenue, Suite 2300
New York, New York 10017
Ladies and Gentlemen:
You have requested that we render an opinion to Narragansett Insured
Tax-Free Income Fund (the "Fund") with respect to the Form N-14 Registration
Statement of the Fund (the "Registration Statement") under the Securities Act of
1933 (the "1933 Act") and under the Investment Company Act of 1940 (the "1940
Act") which you propose to file with the Securities and Exchange Commission (the
"Commission").
The Registration Statement is proposed to be filed with the Commission in
connection with the Agreement and Plan of Reorganization, dated June 18, 2008
(the "Reorganization Agreement"), between the Fund and Ocean State Tax-Exempt
Fund ("Ocean State"). Pursuant to the Reorganization Agreement, the Fund intends
to acquire the assets and certain stated liabilities of Ocean State in exchange
for Class A Shares of the Fund.
We have examined originals or copies, identified to our satisfaction as
being true copies, of the Reorganization Agreement, certain corporate records of
the Fund, certificates of public officials, and other documents and matters as
we have deemed necessary for the purpose of this opinion. We have assumed
without independent verification the authenticity of the documents submitted to
us as originals and the conformity to the original documents of all documents
submitted to us as copies.
Upon the basis of the foregoing and in reliance upon such other matters as
we deem relevant under the circumstances, it is our opinion that the Class A
Shares of the Fund as described in the Registration Statement, when issued and
paid for in accordance with the terms and conditions set forth in the
Reorganization Agreement and the prospectus and statement of additional
information of the Fund forming a part of the then effective Registration
Statement as hereafter amended, will be duly issued, fully-paid and
non-assessable to the extent set forth therein.
This letter is furnished to you pursuant to your request and to the
requirements imposed upon you under the 1933 Act and 1940 Act and is intended
solely for your use for the purpose of completing the filing of the Registration
Statement with the Commission. This letter may not be used for any other purpose
or furnished to or relied upon by any other persons, or included in any filing
made with any other regulatory authority, without our prior written consent.
We hereby consent to the filing of this opinion with the Registration
Statement.
Very truly yours,
BUTZEL LONG,
a professional corporation
/s/ William L.D. Barrett
By:-------------------------
William L.D. Barrett