Exhibit 1
[LETTERHEAD OF CARTER, LEDYARD & MILBURN]
____________, 2002
Nasdaq Financial Products Services, Inc.
c/o The Nasdaq Stock Market, Inc.
1500 Broadway
New York, New York 10036
The Bank of New York
101 Barclay Street
Floor 6E
New York, New York 10286
Re: BLDRS Index Funds Trust
consisting of four separate and distinct trust
portfolios designated as: BLDRS Asia 50 ADR Index
Fund, BLDRS Developed Markets 100 ADR Index Fund,
BLDRS Emerging Markets 50 ADR Index Fund and BLDRS
Europe 100 ADR Index Fund
Ladies and Gentlemen:
We have served as counsel for Nasdaq Financial Products
Services, Inc. as sponsor (the "Sponsor") of the BLDRS Index Funds Trust
(hereinafter referred to as the "Trust") consisting of four separate and
distinct funds (each a "BLDRS Index Fund" or a "Fund") designated as: BLDRS Asia
50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging
Markets 50 ADR Index Fund and BLDRS Europe 100 ADR Index Fund in connection with
the proposed offer and sale from time to time of an indefinite number of units
of beneficial interest, without par value (the "Shares") of each BLDRS Index
Fund.
In this regard, we have examined executed originals or copies
of the following:
(a) The Restated Certificate of Incorporation, as
amended, and the By-Laws of the Sponsor, as amended, certified
by the Secretary of the Sponsor on the date hereof;
(b) Resolutions of the Board of Directors of the
Sponsor adopted on _______________, relating to the Trust and
the Funds and the sale of the Shares, certified by the
Secretary of the Sponsor on the date hereof;
(c) Resolutions of the Executive Committee of the
Sponsor adopted on____________________, certified by the
Secretary of the Sponsor on the date hereof;
(d) Powers of Attorney as set forth in the
certificate of the Secretary of the Sponsor dated the date
hereof;
(e) The Registration Statement on Form S-6 (File No.
333-84788) filed with the Securities and Exchange Commission
(the "Commission") in accordance with the Securities Act of
1933, as amended, and the rules and regulations of the
Commission promulgated thereunder (collectively, the "1933
Act") and amendments thereto including Amendment No. __
("Amendment No. __") proposed to be filed on _____________,
2002 (the "Registration Statement");
(f) The Notification of Registration of the Trust
filed with the Commission under the Investment Company Act of
1940, as amended (collectively, the "1940 Act") on Form N-8A,
as amended, (the "1940 Act Notification");
(g) The registration of the Trust filed with the
Commission under the 1940 Act on Form N-8B-2 (File No.
811-21057), as amended (the "1940 Act Registration");
(h) The prospectus included in Amendment No. __ (the
"Prospectus");
(i) The Standard Terms and Conditions of the BLDRS
Index Funds Trust dated as of ___________, 2002 between the
Sponsor and The Bank of New York, (the "Trustee") (the "Trust
Agreement");
(j) The Trust Indenture dated as of ____________,
2002 between the Sponsor and the Trustee (the "Indenture" and,
collectively with the Trust Agreement, the "Trust Agreement
and Indenture");
(k) The Closing Memorandum dated _____________, 2002
between the Sponsor and the Trustee (the "Closing
Memorandum");
(l) Officers Certificates required by the Closing
Memorandum; and
(m) Such other pertinent records and documents as we
have deemed necessary.
With your permission, in such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us
as copies; (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents, instruments
and certificates we have reviewed; (d) except as specifically covered in the
opinions set forth below, the due authorization, execution, and delivery on
behalf of the respective parties thereto of documents referred to herein and the
legal, valid, and binding effect thereof on such parties; and (e) the absence of
any evidence extrinsic to the provisions of the written agreement(s) between the
parties that the parties intended a meaning contrary to that expressed by those
provisions. However, we have not examined the securities deposited pursuant to
the Trust Agreement and Indenture (the "Securities") nor the contracts for the
Securities.
We express no opinion as to matters of law in jurisdictions
other than the laws of the State of New York (except "Blue Sky" laws) and the
federal laws of the United States, except to the extent necessary to render the
opinion as to the Sponsor and the Trust Agreement and Indenture in paragraphs
(i) and (iii) below with respect to Delaware law. As you know we are not
licensed to practice law in the State of Delaware, and our opinion in paragraph
(i) and (iii) as to Delaware law is based solely on review of the official
statutes of the State of Delaware.
Based upon such examination, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) The Sponsor is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware with full
corporate power to conduct its business as described in the Prospectus;
(ii) The Sponsor is duly qualified as a foreign corporation
and is in good standing as such within the State of New York;
(iii) The Trust Agreement and Indenture has been duly
authorized, executed and delivered by the Sponsor and, assuming the due
authorization, execution and delivery by the Trustee, is a valid and binding
agreement of the Sponsor, enforceable against the Sponsor in accordance with its
terms;
(iv) The Trust and each Fund has been duly formed and is
validly existing as an investment trust under the laws of the State of New York
and has been duly registered under the Investment Company Act of 1940;
(v) The terms and provisions of the Shares conform in all
material respects to the description thereof contained in the Prospectus;
(vi) The consummation of the transactions contemplated under
the Trust Agreement and Indenture and the fulfillment of the terms thereof will
not be in violation of the Sponsor's Restated Certificate of Incorporation, as
amended, or By-Laws, as
amended and will not conflict with any applicable laws or regulations applicable
to the Sponsor in effect on the date hereof;
(vii) The Shares to be issued by each Fund of the Trust, and
recorded on its registration books in accordance with the Trust Agreement and
Indenture against payment therefor, as described in the Registration Statement
and Prospectus will constitute fractional undivided interests in the relevant
Fund enforceable against the relevant Fund in accordance with their terms, will
be entitled to the benefits of the Trust Agreement and Indenture and will be
fully paid and non-assessable; and
(viii) While the Registration Statement has not yet become
effective we have no reason to believe that such Registration Statement will not
become effective within 30 days after the date hereof.
In addition, we have participated in conferences with
representatives of the Sponsor, the Trustee, the Fund's accountants and others
concerning the Registration Statement and the Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although we have not independently verified the accuracy, completeness or
fairness of such statements. Based upon and subject to the foregoing, nothing
has come to our attention to cause us to believe that the Registration
Statement, as of the date hereof, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or that the Prospectus, as of the date
hereof, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading (it being understood that we have not been requested to and do
not make any comment in this paragraph with respect to the financial statements,
schedules and other financial and statistical information contained in the
Registration Statement or the Prospectus).
Our opinion that any document is valid, binding, or
enforceable in accordance with its terms is qualified as to:
(a) limitations imposed by bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the enforcement of creditors' rights generally;
(b) rights to indemnification and contribution which may be
limited by applicable law or equitable principles; and
(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name wherever it appears in
the Registration Statement and the Prospectus.
Very truly yours,