HALE AND DORR LLP
Counsellors At Law
www.haledorr.com
60 STATE STREET o BOSTON, MA 02109
617-526-6000 o FAX 617-526-5000
Draft: 8/31/01
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[Date]
John Hancock V.A. ___________ Fund
101 Huntington Avenue
Boston, MA 02199
John Hancock V.A. ___________ Fund
101 Huntingotn Avenue
Boston, MA 02199
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of
the proxy statement and prospectus on Form N-14 (the "Proxy Statement") relating
to the acquisition by John Hancock V.A. __________ Fund ("Acquiring Fund") of
all of the assets of John Hancock V.A. ___________ Fund ("Acquired Fund") in
exchange solely for (i) the assumption by Acquiring Fund of all of the
liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the
issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund
Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in
liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders
of Acquired Fund and the termination of Acquired Fund (the foregoing together
constituting the "Transaction"). All section references, unless otherwise
indicated, are to the United States Internal Revenue Code of 1986, as amended
(the "Code").
In rendering this opinion, we have examined and relied upon (i) the
prospectus for Acquiring Fund, dated ________________; (ii) the statement of
additional information for Acquiring Fund, dated ________________; (iii) the
prospectus for Acquired Fund, dated ________________; (iv) the statement of
additional information for Acquired Fund, dated ________________; (v) the Notice
of Meeting of Shareholders Scheduled for December 5, 2001 and the accompanying
Proxy Statement; (vi) the Agreement and Plan of Reorganization, made as of
September 13, 2001 between Acquiring Fund and Acquired Fund (the "Agreement");
(vii) the tax representation certificates attached to the Agreement and relevant
to this opinion (the "Representation Certificates"); and (viii) such other
documents as we deemed necessary or relevant to our analysis.
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 and to any other documents examined by us have acted, and will act, in
accordance with the terms of such Agreement and documents and that the
Transaction will be consummated pursuant to the terms and conditions set forth
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BOSTON WASHINGTON, DC NEW YORK RESTON LONDON*
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Hale and Dorr LLP Includes Professional Corporations *an independent joint venture law firm
BOSTON 1243968v1
John Hancock V.A. __________ Fund
John Hancock V.A. __________ Fund
______________________, 2001
Page 2
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
Certificates are, on the date hereof, and will be, at the consummation of the
Transaction, 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,
and at the consummation of the Transaction will be, correct without such
qualification. We have also assumed that as to all matters for which a person or
entity has represented that such person 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 the Transaction under the income tax laws of the United
States based upon the Code, case law, Treasury Regulations, and the rulings and
other pronouncements of the Internal Revenue Service (the "Service") in effect
on the date of this opinion. No assurances can be given that such laws will not
be amended or otherwise changed after the consummation of the Transaction or
that such changes will not affect the conclusions expressed herein.
Nevertheless, we undertake no responsibility to advise you of any developments
after the consummation of the Transaction in the application or interpretation
of the income tax laws of the United States.
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 Transaction 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 Transaction or any other action
(including any action taken in connection with the Transaction).
On the basis of and subject to the foregoing and in reliance upon the
representations, facts and assumptions described above, we are of the opinion
that the acquisition by Acquiring Fund of all of the assets of Acquired Fund
solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund
and the assumption of the Acquired Fund Liabilities by Acquiring Fund, followed
by the distribution by Acquired Fund, in liquidation of Acquired Fund, of
Acquiring Fund Shares to Acquired Fund shareholders in exchange for their
Acquired Fund Shares and the termination of Acquired Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code.
BOSTON 1243968v1
John Hancock V.A. __________ Fund
John Hancock V.A. __________ Fund
______________________, 2001
Page 3
No opinion is expressed or implied regarding the federal income tax
consequences to Acquiring Fund, Acquired Fund or the shareholders of Acquired
Fund of the payment by the investment advisor of any reorganization expenses or
of any conditions existing at the time of, effects resulting from, or other
aspects of the Transaction, including but not limited to the availability of, or
limitations on, any capital loss carryforwards of Acquired Fund, except as
expressly set forth above.
This opinion is being delivered to you solely in connection with the Proxy
Statement. It may not be relied upon for any other purpose or by any other
person or entity, and may not be made available to any other person or entity
without our prior written consent. We hereby consent to the filing of this
opinion as an exhibit to the Proxy Statement and further consent to the use of
our name in the Proxy Statement in connection with references to this opinion
and the tax consequences of the Transaction. In giving this consent, however, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/HALE AND DORR LLP
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HALE AND DORR LLP
BOSTON 1243968v1