Exhibit 11
June 14, 2006
Merrill Lynch Multi-State Municipal Series Trust
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Re: Merrill Lynch Pennsylvania Municipal Bond Fund
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Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Merrill Lynch
Multi-State Municipal Series Trust, a Massachusetts business trust (the "Trust")
on behalf of its series, Merrill Lynch Pennsylvania Municipal Bond 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 June
14, 2006 (the "Registration Statement"), with respect to the Acquiring Fund's
Investor A Shares, Investor B Shares, Investor C Shares, Institutional Shares
and Service Shares of beneficial interest, $0.10 par value per share (the
"Shares") to be issued in exchange for the assets of BlackRock Pennsylvania
Tax-Free Income Portfolio, a series of BlackRock Funds(SM), 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 the 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 of the Trust's Declaration of Trust dated August 2, 1985,
as filed with the Secretary of the Commonwealth of Massachusetts on such
date, and all amendments thereto as filed with the Secretary of the
Commonwealth (the "Declaration");
(c) a copy, as filed with the Secretary of the Commonwealth of
Massachusetts, of the Trust's Establishment and Designation of Series
dated July 31, 1990, with respect to the Acquiring Fund (the
"Designation");
(d) a certificate executed by an appropriate officer of the Trust,
certifying as to, and attaching copies of, the Trust's Declaration,
Designation, By-Laws, and certain resolutions adopted by the Trustees of
the Trust at a meeting held on May 9, 2006 designating the Acquiring
Fund's Investor A Shares, Investor B Shares, Investor C Shares,
Merrill Lynch Multi-State Municipal Series Trust
June 14, 2006
Page 2 of 3
Institutional Shares and Service Shares of beneficial interest, $0.10 par
value per share and authorizing the Reorganization (the "Resolutions");
(e) a draft received on June 13, 2006 of Pre-Effective
Amendment No. 1 to the Registration Statement; and
(f) a copy of the Agreement and Plan of Reorganization to be
entered into by the Acquiring Fund, providing for (a) the acquisition
by the Acquiring Fund of the assets and certain stated liabilities of
the Acquired Fund in exchange for the Shares, (b) the pro rata
distribution of the Shares to the holders of the shares of the Acquired
Fund and (c) the subsequent termination of the Acquired Fund, in the
form included as Appendix B 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 draft 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 minutes of the meeting
of the Board of Trustees of the Trust held on May 9,2006 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 minutes of such meeting 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 Trust's Declaration and Designation and
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.
Merrill Lynch Multi-State Municipal Series Trust
June 14, 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 Trust's Declaration, Designation or 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 Trust's
Declaration, 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
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Bingham McCutchen LLP
BINGHAM McCUTCHEN LLP