LAW OFFICER OF 30 ROCKEFELLER PLAZA TEN POST OFFICE SQUARE o SOUTH NEW YORK, NY 10112 DECHERT PRICE & RHOADS BOSTON, MA 02109-4603 (212) 698-3500 (617) 728-7100 1775 EYE STREET, N.W. 4000 BELL ATLANTIC TOWER WASHINGTON, DC 20006-2401 90 STATE HOUSE SQUARE 1717 ARCH STREET HARTFORD, CT 06103-3702 PHILADELPHIA, PA 19103-2793 (860) 524-3999 TELEPHONE: (202) 261-3300 THIRTY NORTH THIRD STREET FAX: (202) 261-3333 65 AVENUE LOUISE HARRISBURG, PA 17101-1603 1050 BRUSSELS, BELGIUM (717) 237-2000 (32-2) 535-5411 PRINCETON PIKE CORPORATE CENTER TITMUSS SAINER DECHERT P.O. BOX 5218 2 SERJEANTS' INN PRINCETON, NJ 08543-5218 LONDON EC4Y 1LT, ENGLAND (609) 520-3200 (44-171) 583-5353 151, BOULEVARD HAUSSMANN 75008 PARIS, FRANCE (33-1) 53 83 84 70 March 12, 1998 Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109-1820 Re: Pioneer Independence Plans (File No. 333-42113) -------------------------- Gentlemen: Pioneer Funds Distributor, Inc. ("PFD"), a Massachusetts corporation, has filed with the Securities and Exchange Commission under the Investment Company Act of 1940 a Registration Statement on Form N-8B-2 (File No. 811-08551) registering Pioneer Independence Plans as a unit investment trust of which PFD is the principal underwriter and sponsor. PFD has also filed with the Securities and Exchange Commission under the Securities Act of 1933 a Registration Statement on Form S-6, as amended (File No. 333-42113), also covering the registration of Pioneer Independence Plans. We have examined the Registration Statements for Pioneer Independence Plans and have also examined the custodian agreement, dated February 17, 1998 (the "Custodian Agreement") between PFD and State Street Bank and Trust Company (the "Custodian") under the terms of which Pioneer Independence Plans are issued. Based on the foregoing, it is our opinion that PFD has duly entered into the Custodian Agreement with the Custodian and that the Custodian Agreement is a valid and binding agreement of PFD. It is also our opinion that the Pioneer Independence Plans, when issued in the manner contemplated by the Custodian Agreement and the Registration Statements, will constitute legal, valid and binding obligations on the part of PFD. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-6 of Pioneer Independence Plans and to all references to our firm therein. Sincerely, /s/ Dechert Price & Rhoads Dechert Price & Rhoads