Exhibit 99.3.1
[Letterhead of Battle Fowler LLP]
May 19, 1998
Smith Barney Inc.
Unit Trust Department
388 Greenwich Street, 23rd Floor
New York, New York 10013
Re: Equity Focus Trusts - Sector Series, 1998-A
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Dear Sirs:
We have acted as special counsel for Smith Barney Inc. as Depositor,
Sponsor and Principal Underwriter (the "Depositor") of Equity Focus Trusts -
Sector Series, 1998-A (the "Trusts") in connection with the deposit of
securities (the "Securities") therein pursuant to the Trust Agreements referred
to below, by which the Trusts were created and under which the units of
fractional undivided interest (the "Units") have been issued. Pursuant to the
Trust Agreements the Depositor has transferred to the Trusts certain securities
and contracts to purchase certain securities together with irrevocable letters
of credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreement. (All securities to be acquired by the Trusts are
collectively referred to as the "Securities".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trusts, the deposit of the Securities and the issuance and sale of the Units:
(a) the Standard Terms and Condition of Trust dated July 2, 1985, as amended on
June 27, 1994, and the Reference Trust Indentures of even date herewith relating
to the Trusts (collectively, the "Trust Agreement") between the Depositor and
The Chase Manhattan Bank as Trustee; (b) the Closing Memorandum relating to the
deposit of the Securities in the Trusts; (c) the Notification of Registration on
Form N-8A and the Registration Statement on Form N-8B-2, as amended, relating to
the Trusts, as filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "1940 Act");
(d) the Registration Statement on Form S-6 (Registration No. 333-49569) filed
with the Commission pursuant to the Securities Act of 1933 (the "1933 Act"),
Pre-Effective Amendment
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Smith Barney Inc.
May 19, 1998
No. 1 thereto, and Amendment No. 2 thereto (said Registration Statement, as
amended by said Amendment Nos. 1 and 2 being herein called the "Registration
Statement"); (e) the proposed form of final prospectus (the "Prospectus")
relating to the Units, which is expected to be filed with the Commission on or
about May 20, 1998; (f) resolutions of the Executive Committees of the Depositor
authorizing the execution and delivery by the Depositor of the Trust Agreements
and the consummation of the transactions contemplated thereby; (g) the
Certificates of Incorporation and By-laws of the Depositor, each certified to by
an authorized officer of the Depositor as of a recent date; (h) a certificate of
an authorized officer of the Depositor with respect to certain factual matters
contained therein ("Officers Certificate"); and (i) certificates or telegrams of
public officials as to matters set forth upon therein.
We have assumed the genuineness of all agreements, instruments and
documents submitted to us as originals and the conformity to originals of all
copies thereof submitted to us. We have also assumed the genuineness of all
signatures and the legal capacity of all persons executing agreements,
instruments and documents examined or relied upon by us.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in our
office who have performed services for the Trusts, their review of documents
provided to us by the Depositor in connection with this engagement and inquiries
of officers of the Depositor, the results of which are reflected in the Officers
Certificate. We have not independently verified the accuracy of the matters set
forth in the written statements or certificates upon which we have relied. We
have not reviewed the financial statements, compilation of the Securities held
by the Trusts, or other financial or statistical data contained in the
Registration Statement and the Prospectus, as to which we understand you have
been furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus. In addition, we have made no specific inquiry as
to whether any stop order or investigatory proceedings have been commenced with
respect to the Registration Statement or the Depositor nor have we reviewed
court or governmental agency dockets.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not hold ourselves
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Smith Barney Inc.
May 19, 1998
out as experts in or express any opinion as to the laws of other states or
jurisdictions except as to matters of Federal and Delaware corporate law. No
opinion is expressed as to the effect that the law of any other jurisdiction
might have upon the subject matter of the opinions expressed herein under
applicable conflicts of law principles, rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
(1) The Trust Agreements have been duly authorized and executed and
delivered by an authorized officer of the Depositor and are valid and binding
obligations of the Depositor in accordance with their respective terms.
(2) The execution and delivery of the Certificates evidencing the Units
has been duly authorized by the Depositor and such Certificates when executed by
the Depositor and the Trustee in accordance with the provisions of the
Certificates and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in their respective Trusts, and will be entitled to the benefits of
the respective Trust Agreements. Upon payment of the consideration for the
Units as provided in the Trust Agreements and the Registration Statement, the
Units will be fully paid and non-assessable by the Trusts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Taxes" and "Legal Opinion". This
opinion is intended solely for the benefit of the addressee in connection with
the issuance of the Units of the Trust and may not be relied upon in any other
manner or by any other person without our express written consent.
Very truly yours,
Battle Fowler LLP