[BINGHAM MCCUTCHEN LETTERHEAD]
September 17, 2007
Pioneer Independence Fund
60 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel to Pioneer Independence Fund, a Delaware
statutory trust (the "Trust"), on behalf of its series, Pioneer Independence
Fund (the "Acquiring Fund"), in connection with the Trust's Registration
Statement on Form N-14 to be filed with the Securities and Exchange Commission
on or about September 17, 2007 (the "Registration Statement"), with respect to
the Acquiring Fund's Class A, Class B and Class C shares of beneficial interest
(the "Shares") to be issued in exchange for the assets of Pioneer Growth Shares,
a series of Pioneer Growth Shares, a Delaware statutory trust, as described in
the Registration Statement (the "Reorganization"). You have requested that we
deliver this opinion to you in connection with the Trust's filing of the
Registration Statement.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate of the Secretary of the State of Delaware as
to the existence of the Trust;
(b) a copy, certified by the Secretary of the State of
Delaware, of the Trust's Certificate of Trust dated December 8, 1997
filed with the Secretary of State (the "Certificate of Trust");
(c) a certificate executed by the Secretary of the Trust,
certifying as to, and attaching copies of, the Trust's Agreement
and Declaration of Trust (the "Declaration"), the Trust's By-Laws (the
"By-Laws"), and the resolutions adopted by the Trustees of the Trust at
a meeting held on July 10, 2007, authorizing the Reorganization and the
issuance of the Shares on behalf of the Acquiring Fund (the
"Resolutions");
(d) a printer's proof, received on September 17, 2007, of the
Registration Statement; and
(e) a copy of the Agreement and Plan of Reorganization to be
entered into by the Acquiring Fund in the form included as Appendix A
to the
Pioneer Independence Fund
September 17, 2007
Page 2
draft Registration Statement referred to in paragraph (d) above (the
"Agreement and Plan of Reorganization").
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, including conformed copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form and the legal
competence of each individual executing any document. We have assumed that the
Registration Statement as filed with the Securities and Exchange Commission will
be in substantially the form of the printer's proof referred to in paragraph (d)
above, and that the Agreement and Plan of Reorganization will be duly completed,
executed and delivered by the parties thereto in substantially the form of the
copy referred to in paragraph (e) above. We note that the resolutions adopted at
the meeting of Trustees of the Trust held on July 10, 2007, as attached to the
certificate referenced in paragraph (c) above and reviewed by us in connection
with rendering this opinion, are in draft form, and we have assumed for the
purposes of this opinion that the Resolutions will be incorporated into minutes
of such meeting and will be finalized and approved by the Trust's Trustees prior
to the issuance of the Shares in substantially the form attached to such
certificate. We have also assumed for the purposes of this opinion that the
Declaration, the Certificate of Trust, the Resolutions and the Agreement and
Plan of Reorganization will not have been amended, modified or withdrawn and
will be in full force and effect on the date of issuance of such Shares.
This opinion is based entirely on our review of the documents listed
above and such investigation of law as we have deemed necessary or appropriate.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents.
This opinion is limited solely to the Delaware Statutory Trust Act
(which for this purpose includes applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws) to the
extent that the same may apply to or govern the transactions referred to herein,
and we express no opinion with respect to the laws of any other jurisdiction or
to any other laws of the State of Delaware. Further, we express no opinion as to
any state or federal securities laws, including the securities laws of the State
of Delaware. No opinion is given herein as to the choice of law or internal
substantive rules of law which any tribunal may apply to such transaction. In
addition, to the extent that the Declaration or the By-Laws refer to,
incorporate or require compliance with, the Investment Company Act of 1940, as
amended, or any other law or regulation applicable to the Trust, except for the
Delaware Statutory Trust Act, as aforesaid, we have assumed compliance by the
Trust with such Act and such other laws and regulations.
Pioneer Independence Fund
September 17, 2007
Page 3
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is
our opinion that the Shares, when issued and sold in accordance with the
Declaration and the Resolutions and for the consideration described in the
Agreement and Plan of Reorganization, will be validly issued, fully paid and
nonassessable.
This opinion is given as of the date hereof and we assume no obligation
to update this opinion to reflect any changes in law or any other facts or
circumstances which may hereafter come to our attention. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/BINGHAM McCUTCHEN LLP
BINGHAM McCUTCHEN LLP