EXHIBIT (12)
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 o Fax 617-526-5000
DRAFT
November 1, 1999
Board of Trustees
Eaton Vance Investment Trust,
on behalf of Eaton Vance Connecticut
Limited Maturity Municipals Fund,
Eaton Vance Michigan Limited Maturity
Municipals Fund, and Eaton Vance
National Limited Maturity Municipals Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109
Dear Members of the Board of Trustees:
You have requested our opinion regarding certain federal income tax
consequences described below of the acquisition by Eaton Vance National Limited
Maturity Municipals Fund (the "Acquiring Fund"), a series of Eaton Vance
Investment Trust (the "Trust"), of all of the assets of Eaton Vance Connecticut
Limited Maturity Municipals Fund and Eaton Vance Michigan Limited Maturity
Municipals Fund (each of which is a separate series of the Trust and is referred
to hereinafter as an "Acquired Fund"), in exchange solely for (i) the assumption
by the Acquiring Fund of all of the liabilities of each Acquired Fund (the
"Acquired Fund Liabilities") and (ii) the issuance of Class A and Class B voting
shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund
Shares") to each Acquired Fund, followed by the distribution by each Acquired
Fund, in liquidation of that Acquired Fund, of the Acquiring Fund Shares to the
shareholders of that Acquired Fund and the termination of that Acquired Fund
(the foregoing together constituting the "reorganizations" or the
"transactions").
In rendering this opinion, we have examined and relied upon the facts
stated and representations made in (i) the prospectus for the Acquiring Fund,
dated August 1, 1999, (ii) the prospectus for each Acquired Fund and certain
other mutual funds, dated August 1, 1999, (iii) the statement of additional
information for the Acquiring Fund, dated August 1, 1999, (iv) the statement of
additional information for each Acquired Fund and certain other mutual funds,
dated August 1, 1999, (v) the Notice of Meeting of Shareholders Scheduled for
October 29, 1999 and the accompanying proxy statement and prospectus relating to
the transactions, dated ___________, 1999 (the "Proxy Statement"), (vi) the
memorandum, dated August 10, 1999, regarding the transaction from Eaton Vance
Management to the Board of Trustees of the Trust, (vii) the Agreement and Plan
of Reorganization, made August 16, 1999, between
Washington, DC Boston, MA London, UK*
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
Board of Trustees
Eaton Vance Investment Trust
November 1, 1999
Page 2
the Acquiring Fund and each Acquired Fund (the "Agreement"), (viii) the letters
on behalf of the Acquiring Fund, each Acquired Fund, Connecticut Limited
Maturity Municipals Portfolio, Michigan Limited Maturity Municipals Portfolio
and National Limited Maturity Municipals Portfolio delivered to Hale and Dorr
LLP containing certain representations relevant to this opinion (the
"Representation Letters") and (ix) such other documents as we deemed
appropriate.
In our examination of documents, we have assumed the authenticity of
original documents, the accuracy of copies, the genuineness of signatures, and
the legal capacity of signatories. We have assumed that all parties to the
Agreement have acted and will act in accordance with the terms of the Agreement
and all other documents relating to the transactions and that the transactions
will be consummated pursuant to the terms and conditions set forth in the
Agreement without the waiver or modification of any such terms and conditions.
Furthermore, we have assumed that all representations contained in the
Agreement, as well as those representations contained in the Representation
Letters, are, on the date hereof, true and complete in all material respects,
and that any representation made in any of the documents referred to herein "to
the best of the knowledge and belief" (or similar qualification) of any person
or party is correct without such qualification. We have also assumed that as to
all matters for which a person or entity has represented that such person or
entity is not a party to, does not have, or is not aware of, any plan,
intention, understanding, or agreement, there is no such plan, intention,
understanding, or agreement. We have not attempted to verify independently such
representations, but in the course of our representation, nothing has come to
our attention that would cause us to question the accuracy thereof.
The conclusions expressed herein represent our judgment regarding the
proper treatment of certain aspects of the transactions affecting the Acquiring
Fund, each Acquired Fund and the shareholders of each Acquired Fund on the basis
of our analysis of the Internal Revenue Code of 1986, as amended (the "Code"),
case law, Treasury regulations and the rulings and other pronouncements of the
Internal Revenue Service (the "Service") which exist at the time this opinion is
rendered. Such authorities are subject to prospective or retroactive change, and
we do not undertake any responsibility to advise you of any such change. Our
opinion represents our best judgment regarding how a court would decide if
presented with the issues addressed herein and is not binding upon the Service
or any court. Moreover, our opinion does not provide any assurance that a
position taken in reliance on such opinion will not be challenged by the Service
and does not constitute any representation or warranty that such position, if so
challenged, will not be rejected by a court.
This opinion addresses only the specific United States federal income
tax consequences of the transactions set forth below, and does not address any
other federal, state, local, or foreign income, estate, gift, transfer, sales,
or other tax consequences that may result from the transactions or any other
transactions.
OPINION
On the basis of and subject to the foregoing and in reliance upon the
representations and assumptions described above, we are of the opinion that,
with respect to each transaction:
Board of Trustees
Eaton Vance Investment Trust
November 1, 1999
Page 3
(a) The acquisition by the Acquiring Fund of all of the assets of the
Acquired Fund solely in exchange for the issuance of the Acquiring Fund Shares
to the Acquired Fund and the assumption of all of the Acquired Fund Liabilities
by the Acquiring Fund, followed by the distribution by the Acquired Fund, in
liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund
shareholders in exchange for their shares of the Acquired Fund and the
termination of the Acquired Fund, will constitute a "reorganization" within the
meaning of Section 368(a) of the Code. The Acquiring Fund and the Acquired Fund
will each be "a party to a reorganization" within the meaning of Section 368(b)
of the Code.
(b) No gain or loss will be recognized by the Acquired Fund upon (i)
the transfer of all of its assets to the Acquiring Fund solely in exchange for
the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of
all of the Acquired Fund Liabilities by the Acquiring Fund and (ii) the
distribution by the Acquired Fund of such Acquiring Fund Shares to the
shareholders of the Acquired Fund (Sections 361(a) and 361(c) of the Code).
(c) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the issuance
of Acquiring Fund Shares to the Acquired Fund and the assumption of all of the
Acquired Fund Liabilities by the Acquiring Fund (Section 1032(a) of the Code).
(d) The basis of the assets of the Acquired Fund acquired by the
Acquiring Fund will be, in each instance, the same as the basis of those assets
in the hands of the Acquired Fund immediately prior to the transfer (Section
362(b) of the Code).
(e) The tax holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund will, in each instance, include the Acquired Fund's
tax holding period for those assets (Section 1223(2) of the Code).
(f) The shareholders of the Acquired Fund will not recognize gain or
loss upon the exchange of all of their shares of the Acquired Fund solely for
Acquiring Fund Shares as part of the transaction (Section 354(a)(1) of the
Code).
(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the shares
of the Acquired Fund surrendered in exchange therefor (Section 358(a)(1) of the
Code).
(h) The tax holding period of the Acquiring Fund Shares received by
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the shares of the Acquired Fund surrendered in exchange therefor,
provided that such shares of the Acquired Fund were held as capital assets on
the date of the exchange (Section 1223(1) of the Code).
Board of Trustees
Eaton Vance Investment Trust
November 1, 1999
Page 4
No opinion is expressed or implied regarding the federal income tax
consequences to the Acquiring Fund, either Acquired Fund or the shareholders of
either Acquired Fund of any conditions existing at the time of, effects
resulting from, or other aspects of the transaction except as expressly set
forth above. This opinion may not be relied upon except with respect to the
consequences specifically discussed herein nor may it be relied upon by persons
or entities to whom it is not addressed, other than with our prior written
consent.
Very truly yours,
Hale and Dorr LLP