March 20, 2002


Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY  10013

Ladies and Gentlemen:

                  We have acted as special tax counsel to the Healthcare SECTORS
Trust (the "Trust") in connection with preparation and filing by Salomon Smith
Barney Inc., as initial depositor (the "Initial Depositor"), of a registration
statement on Form S-1 (the "Registration Statement"), of which the prospectus
forms a part (the "Prospectus"), to be filed by the Initial Depositor with the
Securities and Exchange Commission (the "Commission") for the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 11,200,000
Healthcare SECTORS(SM) (the "Healthcare SECTORS") to be issued by the Trust. The
Healthcare SECTORS will be issued pursuant to the Depositary Trust Agreement
between the Initial Depositor, U.S. Bank Trust National Association, as trustee
(in such capacity, the "Trustee"), other depositors and owners of Healthcare
SECTORS (the "Depositary Trust Agreement").

                  In arriving at the opinion expressed below, we have reviewed
the following documents:

                  (a) the form of the Depositary Trust Agreement, and

                  (b) the Prospectus and the documents incorporated by reference
                      therein.

In addition, we have made such investigations of law as we have deemed
appropriate as a basis for the opinion expressed below.

Salomon Smith Barney Inc., p. 2


                  In rendering the opinion expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed.

                  Based on the foregoing, we are of the opinion that the Trust
will be treated as a grantor trust or as a custodial arrangement for United
States federal income tax purposes and not as an association taxable as a
corporation.

                  We hereby consent to the reference to this firm under the
heading "Legal Matters" in the Prospectus and to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are "experts" within the meaning of the
Securities Act or the rules and regulations of the Commission issued thereunder
with respect to any part of the Registration Statement, including this exhibit.
This opinion is expressed as of the date hereof unless otherwise expressly
stated and applies only to the disclosure under the heading "United States
Federal Income Tax Consequences" set forth in the Prospectus.



                                          Very truly yours,

                                          CLEARY, GOTTLIEB, STEEN & HAMILTON



                                          By  /s/ Erika W. Nijenhuis
                                              ---------------------------------
                                                  Erika W. Nijenhuis, a Partner