Exhibit (i)
[LETTERHEAD OF RICHARDS, LAYTON & FINGER APPEARS HERE]
May 3, 2010
iShares Trust
c/o Barclays Global Fund Advisors
400 Howard Avenue
San Francisco, CA 94105
RE: iShares MSCI Indonesia Investable Market Index Fund
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Ladies and Gentlemen:
We have acted as special Delaware counsel for iShares Trust, a Delaware
statutory trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State")
on December 16, 1999, as amended and restated by the Restated
Certificate of Trust of the Trust (as amended and restated, the
"Certificate of Trust"), as filed with the office of the Secretary of
State on September 15, 2006;
(b) The Agreement and Declaration of Trust, dated December 16, 1999, made
by the trustee named therein, as amended and restated by the Agreement
and Declaration of Trust, dated September 13, 2006, made by the
trustees named therein, as further amended and restated by the Amended
and Restated Agreement and Declaration of Trust, dated September 24,
2008, made by the trustees named therein, as further amended and
restated by the Amended and Restated Agreement and Declaration of
Trust, dated September 17, 2009 (as amended and restated on such date,
the "Trust Instrument"), made by the trustees named therein;
(c) The Prospectus relating to the Fund (as defined below) and expected to
be dated and filed with the Securities and Exchange Commission (the
"SEC") on May 3, 2010;
(d) The Trust's Registration Statement on Form N-1A (File Nos. 333-92935
and
. . .
One Rodney Square . 920 North King Street . Wilmington, DE 19802
Phone: 302-651-7000 . Fax: 302-651-7701
www.rlf.com
iShares Trust
May 3, 2010
Page 2
811-09729), filed with the SEC on December 16, 1999 (together with the
document described in (c) above, the "Registration Statement");
(e) The Amended and Restated By-Laws of the Trust in effect on the date
the Resolutions (as defined below) were adopted by the Board of
Trustees of the Trust (the "Board") as approved by the Board on
August 13, 2009 and the Amended and Restated By-laws in effect on the
date hereof (the "By-laws") as approved by the Board on April 20, 2010;
(f) Copies of certain resolutions adopted by the Board at a meeting with
respect to delegation of naming determinations for series of the Trust
to Barclays Global Fund Advisors or any Fund officer;
(g) Copies of certain resolutions (the "Resolutions") adopted by the Board
at a meeting on December 8-9, 2009 with respect to the creation of
that certain series of the Trust to be known as iShares MSCI Indonesia
Investable Market Index Fund (the "Fund") and the issuance of certain
shares of beneficial interest in such Fund (each, a "Share," and
collectively, the "Shares");
(h) A certificate of an officer of the Trust with respect to certain
matters, dated April 28, 2010; and
(i) A Certificate of Good Standing for the Trust, dated April 30, 2010,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Instrument.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (i) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Instrument
constitutes the entire agreement among the parties thereto with respect to the
subject matter
iShares Trust
May 3, 2010
Page 3
thereof, including with respect to the creation, operation and termination of
the Trust, and that the Trust Instrument, the By-laws and the Certificate of
Trust are in full force and effect and will not be amended, (ii) except to the
extent provided in paragraph 1 below, the due organization or due formation, as
the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties (other
than the Trust) to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the payment by each Person to whom a Share is to
be issued by the Trust (collectively, the "Shareholders") for such Share, in
accordance with the Trust Instrument and the Resolutions and as contemplated by
the Registration Statement, and (vii) that the Shares are issued and sold to
the Shareholders in accordance with the Trust Instrument and the Resolutions
and as contemplated by the Registration Statement. We have not participated in
the preparation of the Registration Statement and assume no responsibility for
its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing
as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. (S)
3801, et. seq.
2. The Shares of the Trust have been duly authorized and, when issued, will
be validly issued, fully paid and nonassessable beneficial interests in the
Trust.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In giving the foregoing
consent, we do not thereby admit that we come 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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
RJF/AXR