SULLIVAN & WORCESTER LLP
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January 14, 1998
Evergreen Money Market Trust
200 Berkeley Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
We have been requested by the Evergreen Money Market Trust, a Delaware
business trust with transferable shares (the "Trust") established under an
Agreement and Declaration of Trust dated September 17, 1997, as amended (the
"Declaration"), for our opinion with respect to certain matters relating to
Evergreen Municipal Money Market Fund (formerly Evergreen Tax Exempt Money
Market Fund) (the "Acquiring Fund"), a series of the Trust. We understand that
the Trust is about to file Pre-Effective Amendment No. 2 to its Registration
Statement on Form N-14 (Registration No. 333-41271) for the purpose of
registering shares of the Trust under the Securities Act of 1933, as amended
(the "1933 Act"), in connection with the proposed acquisition by the Acquiring
Fund of all of the assets of The Tax Free Money Market Fund (the "Acquired
Fund"), a series of a Massachusetts business trust with transferable shares, in
exchange solely for shares of the Acquiring Fund and the assumption by the
Acquiring Fund of certain identified liabilities of the Acquired Fund pursuant
to an Agreement and Plan of Reorganization, the form of which is included in the
Form N-14 Registration Statement (the "Plan").
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine to our satisfaction, of the Trust's Declaration
and By-Laws, and other documents relating to its organization, operation, and
proposed operation, including the proposed Plan and we have made such other
investigations as, in our judgment, are necessary or appropriate to enable us to
render the opinion expressed below.
We are admitted to the Bars of The Commonwealth of Massachusetts and the
District of Columbia and generally do not
purport to be familiar with the laws of the State of Delaware. To the extent
that the conclusions based on the laws of the State of Delaware are involved in
the opinion set forth herein below, we have relied, in rendering such opinions,
upon our examination of Chapter 38 of Title 12 of the Delaware Code Annotated,
as amended, entitled "Treatment of Delaware Business Trusts" (the "Delaware
business trust law") and on our knowlege of interpretation of analogous common
law of The Commonwealth of Massachusetts.
Based upon the foregoing, and assuming the approval by shareholders of
the Acquired Fund of certain matters scheduled for their consideration at a
meeting presently anticipated to be held on February 20, 1998, it is our opinion
that the shares of the Acquiring Fund currently being registered, when issued in
accordance with the Plan and the Trust's Declaration and By-Laws, will be
legally issued, fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the Investment Company Act of 1940, as amended and
applicable state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion with and as a part of
the Registration Statement on Form N-14 and to the reference to our firm under
the caption "Legal Matters" in the Prospectus/Proxy Statement filed as part of
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/SULLIVAN & WORCESTER LLP
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SULLIVAN & WORCESTER LLP