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19 <br /> (CLOSING DATE] <br /> [RATING AGENCIES <br /> ADDRESSES] <br /> Re : Medium-Term Structured Enhanced Return <br /> Trust 1994 Series B- [XXI <br /> Gentlemen: <br /> We have acted as counsel for Merrill Lynch & Co. , Merrill <br /> Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") in <br /> connection with the sale by MLPF&S of undivided interests (the <br /> "Debt Units" ) to be issued by the Medium-Term Structured Enhanced <br /> Return Trust 1994 Series B- (XX] , a trust to be established under <br /> the laws of the State of Delaware (the "Trust") , and the sale by <br /> MLPF&S to The Bank of New York, as trustee to the Trust (the <br /> "Trustee" ) , of certain [TITLE OF SECURITIES] (the "Securities") <br /> issued by MIME OF ISSUER] (the "Issuer") . The Securities have <br /> been purchased by MLPF&S and will be sold to the Trust, which <br /> will enter into a master agreement and related confirmation, each <br /> to be dated the date hereof (the "Swap Agreement") , with Merrill <br /> Lynch Capital Services, Inc. ("MLCS") , pursuant to which MLCS <br /> will agree to pay to the Trust the amounts specified therein and <br /> the Trust will agree to pay MLCS [Al certain amounts received by <br /> the Trust under the Securities. The Trust will be constituted <br /> under a Declaration of Trust and Trust Agreement to be dated as <br /> of the date hereof (the "Declaration of Trust") by and between <br /> the Trustee and the holders of Debt Units from time to time under <br /> the Declaration of Trust. The Debt Units will be sold by MLPF&S <br /> to certain institutional accredited investors in accordance with <br /> the terms of a Distribution Agreement to be dated as of the date <br /> hereof. The Trustee will also enter into an Administrative <br />