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[LANE ALTMAN & OWENS LLP LETTERHEAD]
April 30, 1998
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, NY 10036
Dear Sirs:
We understand that the trustees (the "Trustees") of Dean Witter
Strategist Fund, a Massachusetts business trust (the "Trust"), intend, on or
about April 30, 1998, to cause to be filed on behalf of the Trust a Registration
Statement on Form N-14 (the "Registration Statement") in connection with the
acquisition (the "Acquisition") by the Trust of substantially all the assets of
Dean Witter Global Asset Allocation Fund ("Global Asset Allocation"), in
exchange for shares of beneficial interest of the Trust (the "Shares"), and the
assumption by the Trust of certain stated liabilities of Global Asset Allocation
pursuant to an Agreement and Plan of Reorganization dated as of April 30, 1998
between the Trust and Global Asset Allocation (the "Agreement"). We further
understand that the Shares will be issued pursuant to the Agreement.
You have requested that we act as special counsel to the Trust with
respect to the laws of the Commonwealth of Massachusetts on certain specified
matters, and in such capacity we are furnishing you with this opinion. You have
not asked for, and we do not offer, an opinion on any other matter or
transaction related to the Trust, Global Asset Allocation, the Acquisition, the
Agreement or any matter related thereto, except as specifically set forth below.
The Trust is a business trust created under an Agreement and Declaration
of Trust finally executed and delivered in Boston, Massachusetts on August 8,
1988 (as amended, the "Trust Agreement"). The Board of Trustees of the Trust (as
defined in the Trust Agreement) (the "Trustees") have the powers set forth in
the Trust Agreement, subject to the terms, provisions and conditions provided
therein.
In connection with our opinions delivered herein, we have examined the
following items some of which have been provided to us by, or on behalf of, you:
(i) a copy of the Agreement in the form to be executed by the Trust and Global
Asset Allocation; (ii) a copy of the Trust Agreement; (iii) a copy of the
Amended and Restated By-laws of the Trust effective as of October 23, 1997
("By-laws"); (iv) a Certificate of Legal Existence for the Trust provided by the
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LANE ALTMAN & OWENS LLP Gordon Altman Butowsky, et. al.
April 30, 1998
Counsellors at Law Page 2
Secretary of State of the Commonwealth of Massachusetts dated April 27, 1998;
and (v) copies of the Registration Statement on Form N-14 to be filed by the
Trust and the Trust's current Prospectus and Statement of Additional Information
each dated September 26, 1997.
In rendering this opinion we have assumed, without independent
verification, (i) the due authority of all individuals signing in representative
capacities and the genuineness of signatures, (ii) the authenticity,
completeness and continued effectiveness of all documents or copies furnished to
us, (iii) that resolutions approving the Registration Statement, the Acquisition
and the Agreement have been duly adopted by the Trustees, (iv) that no
amendments, agreements, resolutions or actions have been approved, executed or
adopted which would limit, supersede or modify the items described above, and
(v) that the Trust Agreement and the By-laws provided to us have been duly
adopted by the Trustees, have not been amended, modified or replaced since the
date of adoption thereof, and remain in full force and effect as of the date
hereof. We have also examined such questions of law as we have concluded
necessary or appropriate for purposes of the opinions expressed below. Where
documents relevant to this opinion are referred to in the Registration
Statement, we assume such documents are the same as in the most recent form
provided to us, whether as an exhibit to the Registration Statement, or
otherwise. When any opinion set forth below relates to the existence or standing
of the Trust, such opinion is based entirely upon and is limited by the items
referred to above, and we understand that the foregoing assumptions, limitations
and qualifications are acceptable to you.
Based upon the foregoing, and with respect to Massachusetts law only
(except that no opinion is herein expressed with respect to compliance with the
Massachusetts Uniform Securities Act), to the extent that Massachusetts law may
be applicable, and without reference to the laws of any of the other several
states or of the United States of America, including State and Federal
securities laws, we are of the opinion that:
1. The Trust is a business trust with transferable shares, organized in
compliance with the requirements of The Commonwealth of Massachusetts, and the
Trust Agreement is legal and valid.
2. The Shares to be issued as described in the Registration Statement,
including any Exhibits thereto, have been duly authorized and, assuming receipt
of the consideration to be paid therefor, upon delivery as provided in the
Agreement, will be validly issued, fully paid and nonassessable (except for the
potential liability of shareholders described in the Trust's Prospectus dated
September 26, 1997, under the caption "Additional Information").
We understand that you will rely on this opinion solely in connection
with your opinion to be filed with the Securities and Exchange Commission as an
Exhibit to the Registration
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LANE ALTMAN & OWENS LLP Gordon Altman Butowsky, et. al.
April 30, 1998
Counsellors at Law Page 3
Statement. We hereby consent to such use of this opinion and we also consent to
the filing of said opinion with the Securities and Exchange Commission. In so
consenting, we do not thereby admit to be within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Lane Altman & Owens LLP
LANE ALTMAN & OWENS LLP