NUTTER, MCCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617 439-2000 FACSIMILE: 617 973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
(617) 439-2459
November 3, 2000
103133-1
Mayer, Brown & Platt
1675 Broadway
New York, NY 10019-5820
Dear Sirs:
We understand that the trustees of Morgan Stanley Dean Witter Diversified
Income Trust Trust, a Massachusetts business trust (the "Trust"), intend, on or
about November 6, 2000, 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 Morgan Stanley Dean Witter World Wide Income Trust ("World Wide"), in
exchange for shares of beneficial interest of the Trust (the "Shares"), and the
assumption by the Trust of certain stated liabilities of World Wide pursuant to
an Agreement and Plan of Reorganization dated as of October 26, 2000 between the
Trust and World Wide (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, World Wide, 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, delivered and filed in Boston, Massachusetts on December
20, 1991, and amended by instruments dated July 28, 1997 and June 22, 1998 (as
amended, the "Trust Agreement"). The 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.
NUTTER, MCCLENNEN & FISH, LLP
Mayer Brown & Platt
November 3, 2000
Page 2
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 World
Wide; (ii) a copy of the Trust Agreement; (iii) a copy of the Amended and
Restated By-laws of the Trust effective as of May 1, 1999 (the "By-laws"); (iv)
a Certificate of Legal Existence for the Trust provided by the Secretary of
State of the Commonwealth of Massachusetts dated November 1, 2000; 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.
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 By-laws have been duly adopted by the Trustees. We have also
examined such questions of law as we have concluded necessary or appropriate for
purposes of the opinions expressed below. Where documents are referred to in
resolutions approved by the Trustees, or 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. 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
NUTTER, MCCLENNEN & FISH, LLP
Mayer Brown & Platt
November 3, 2000
Page 3
nonassessable (except for the potential liability of shareholders described in
the Trust's current Statement of Additional Information dated February 3, 2000,
under the caption "Capital Stock and Other Securities").
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 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/ NUTTER, MCCLENNEN & FISH, LLP
NUTTER, MCCLENNEN & FISH, LLP
JFM/KMK