EXHIBIT 11(b)
June 18, 2002
Mayer, Brown, Rowe & Maw
1675 Broadway
New York, NY 10019
Dear Sir/Madam:
We understand that the trustees of Morgan Stanley Limited Duration Fund, a
Massachusetts business trust (the "Trust"), intend, on or about June 19, 2002,
to cause to be filed on behalf of the Trust a Registration Statement on Form
N-14 (the "Registration Statement") in connection with the combination (the
"Combination") of substantially all the assets of Morgan Stanley North American
Government Income Trust ("North American") with the Trust, in exchange for
shares of beneficial interest of the Trust (the "Shares"), and the assumption by
the Trust of certain stated liabilities of North American pursuant to an
Agreement and Plan of Reorganization dated as of April 25, 2002 between the
Trust and North American (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, North American, the Combination, the Agreement or any matter
related thereto, except as specifically set forth below.
The Trust is organized under a written declaration of trust finally
executed, delivered and filed with the Secretary of the Commonwealth of
Massachusetts on October 22, 1993 (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.
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 North
American; (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; (iv) a Certificate of
Legal Existence for the Trust provided by the Secretary of the Commonwealth of
Massachusetts dated June 17, 2002; (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; and (vi) a Certificate of the Assistant
Secretary of the Trust with respect to certain resolutions of the Board of
Trustees of the Trust.
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 Combination
and the Agreement have been duly adopted by the Trustees; (iv) that no
amendments, agreements, resolutions or actions have been
Mayer, Brown, Rowe & Maw
June 18, 2002
Page 2
approved, executed or adopted which would limit, supersede or modify the items
described above; and (v) that the by-laws filed as an exhibit to the
Registration Statement 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 nonassessable (except as
described under the caption "Capital Stock and Other Securities" in the Trust's
Statement of 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 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.
We express no opinion as to any other matter other than as expressly set
forth above and no other opinion is intended or may be inferred herefrom. The
opinions expressed herein are given as of the date hereof and we undertake no
obligation and hereby disclaim any obligation to advise you of any change after
the date of this opinion pertaining to any matter referred to herein.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
NUTTER, MCCLENNEN & FISH, LLP
RAG2/DWK
1117715.1