Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110-1726
February 23, 2015
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
First Trust Specialty Finance and Financial Opportunities Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
RE: First Trust Specialty Finance and Financial Opportunities Fund
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to First Trust Specialty
Finance and Financial Opportunities Fund, a Massachusetts business trust (the
"Fund"), in connection with the Fund's Post-Effective Amendment No. 1 to its
Registration Statement on Form N-2 to be filed with the Securities and Exchange
Commission (the "Commission") on or about February 23, 2015 (the "Amendment")
and the supplement, dated February 23, 2015 (the "Supplement") to the base
prospectus dated February 19, 2015 (the "Base Prospectus"), to be filed with the
Commission under Rule 497 under the Securities Act of 1933, as amended (the
"1933 Act") on or about February 23, 2015, with respect to 1,400,000 of its
common shares of beneficial interest, $.01 par value per share (the "Shares").
You have requested that we deliver this opinion to you, as special counsel to
the Fund, for use by you in connection with your opinion to the Fund with
respect to the Shares to be filed as an exhibit to the Amendment.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate dated as of a recent date of the Secretary of the
Commonwealth of Massachusetts (the "Secretary") as to the existence of the Fund;
(b) copies of the Fund's Declaration of Trust, dated as of March 20, 2007,
as filed with the office of the Secretary on March 20, 2007, the amendment
thereto dated as of July 29, 2008, as filed with the office of the Secretary on
August 7, 2008 and the amendment thereto, dated October 27, 2008, as filed with
the office of the Secretary on November 10, 2008 (as so amended, the
"Declaration");
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First Trust Specialty Finance and Financial Opportunities Fund
February 23, 2015
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(c) a certificate of the Secretary of the Fund, certifying as to, and
attaching copies of, the Fund's Declaration, the Fund's By-laws as currently in
effect (the "By-laws) and resolutions adopted by the Board of Trustees of the
Fund at a meeting held on September 15, 2014 and the resolutions adopted by the
Fund's Board of Trustees by written consent dated February 3, 2015 (the
"Resolutions");
(d) a printer's proof of the Base Prospectus received on February 20,
2015;
(e) a printer's proof of the Supplement received on February 20, 2015; and
(f) a printer's proof of the Amendment received on February 23, 2015.
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, 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 also assumed that the Supplement and the
Amendment, when filed with the Commission, will be in substantially the form of
the printer's proofs referenced in subparagraphs (e) and (f) above. We note that
the resolutions adopted by the Trustees at the meeting held on September 15,
2014, as attached to the certificate referenced in subparagraph (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 such resolutions, when
incorporated into minutes and finalized and approved by the Board of Trustees,
will be in substantially the form attached to such certificate. We have further
assumed that (a) the Fund's Declaration and the Resolutions will not have been
amended, modified or withdrawn with respect to matters relating to the
authorization of the issuance of the Shares and will be in full force and effect
on the date of issuance of such Shares; (b) there will be no changes in
applicable law between the date of this opinion and any date of issuance or
delivery of any Shares; and (c) at the time of delivery of any Shares, all
contemplated additional actions shall have been taken.
We note that the Board of Trustees of the Fund has approved offerings of
the Shares in any method permitted by law including in any manner deemed to be
"at-the-market," as such term is defined in Rule 415 under the 1933 Act, and we
have assumed that all offers and sales of the Shares will be made in accordance
with such Resolutions and at a price per share that is not less than the then
current net asset value per share, exclusive of any distributing commission or
discount, which net asset value shall be determined in accordance with Section
23(b) of the Investment Company Act of 1940, as amended.
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
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First Trust Specialty Finance and Financial Opportunities Fund
February 23, 2015
Page 3
assumed, without independent inquiry, the accuracy of the information set forth
in such documents. We have further assumed that there are no other documents
that are contrary to or inconsistent with the opinions expressed herein. As to
our opinion below relating to the valid existence of the Fund, our opinion
relies entirely upon and is limited by the certificate referenced in
subparagraph (a) above.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts located in such Commonwealth, except that we
express no opinion as to any Massachusetts securities law. No opinion is given
herein as to the choice of law which any tribunal may apply. In addition, to the
extent that the Fund's Declaration, By-laws or the Resolutions refer to,
incorporate or require compliance with the Investment Company Act of 1940, as
amended, or any other law or regulation applicable to the Fund, except for the
internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we
have assumed compliance by the Fund with such Act and such other laws and
regulations. Further, we express no opinion with respect to, and we assume no
responsibility for, any offering documentation relating to the Fund, including
the Registration Statement, the Amendment thereto, and the Supplement.
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:
1. The Fund has been formed and is validly existing under the Fund's
Declaration and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with terms of the
Declaration and the Resolutions, will be validly issued, fully paid and
nonassessable, except that, as set forth in the Base Prospectus, shareholders of
the Fund may under certain circumstances be held personally liable for its
obligations.
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First Trust Specialty Finance and Financial Opportunities Fund
February 23, 2015
Page 4
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
your reliance on this opinion in connection with your opinion to the Fund with
respect to the Shares, to the reliance by the Fund on this opinion, to the
reference to our name in the Supplement under the heading "Legal Matters" and
the Base Prospectus under the heading "Legal Opinions" and to the filing of this
opinion as an exhibit to the Amendment. In rendering this opinion and giving
this consent, we do not concede 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/ MORGAN, LEWIS & BOCKIUS LLP
Morgan, Lewis & Bockius LLP