CHAPMAN AND CUTLER LLP                                   111 WEST MONROE STREET
                                                        CHICAGO, ILLINOIS 60603



                                  July 14, 2010



First Trust Active Dividend Income Fund
120 E. Liberty Drive
Wheaton, Illinois  60187


Ladies and Gentlemen:

         As counsel to First Trust Active Dividend Income Fund (the "Fund"), we
delivered to you an opinion letter dated November 6, 2009 in connection with a
Registration Statement filed by the Fund with the Securities and Exchange
Commission (the "SEC") on Form N-2, File No. 333-161666 as amended by
post-effective amendment No. 3 (as amended, the "Registration Statement"). The
Registration Statement was filed for the purpose of registering with the SEC
common shares of beneficial interest of the Fund, par value $.01 per share (the
"Shares"). This opinion relates to the offer and sale of up to 1,000,000 Shares
under the Registration Statement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents and
proceedings as we have considered necessary for the purposes of this opinion. We
have also examined and are familiar with the proceedings taken by the Company to
authorize the issuance and sale of up to 1,000,000 Shares. In addition, we have
examined a copy of the Registration Statement, including the exhibits thereto,
and a copy of the Prospectus dated April 9, 2010 (the "Prospectus") included in
the Registration Statement and a copy of a Prospectus Supplement to the
Prospectus dated July 14, 2010 (the "Prospectus Supplement").

         In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the declaration of trust and by-laws of
the Fund, actions of the board of trustees of the Fund authorizing the issuance
of shares of the Fund and the Registration Statement.

         We assume that, upon sale of the Shares, the Fund will receive the
authorized consideration therefor, which will at least equal the net asset value
of the Shares.







First Trust Active Dividend Income Fund
July 14, 2010
Page 2


         Based upon the foregoing, we are of the opinion that when the Shares
are issued and sold after authorized consideration therefor is received by the
Fund in accordance with the Prospectus and Prospectus Supplement, they will be
validly issued, fully paid and nonassessable by the Fund, except that, as set
forth in the Registration Statement, shareholders of the Fund may under certain
circumstances be held personally liable for obligations of the Fund.

         In rendering the foregoing opinion, we have relied upon the opinion of
Bingham McCutchen LLP expressed in their letter to us dated July 14, 2010.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under section 7 of the Act.

                                        Very truly yours,

                                        /s/ Chapman and Cutler LLP