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20 <br /> Agency Agreement to be dated as of the date hereof (the <br /> "Administrative Agency Agreement") with MLPF&S, pursuant to which <br /> MLPF&S will provide certain administrative services to the Trust. <br /> Capitalized terms used but not otherwise defined herein shall <br /> have the meanings ascribed to them in the Declaration of Trust, <br /> the Swap Agreement, the Administrative Agency Agreement or the <br /> Distribution Agreement, as the case may be. <br /> In rendering the following opinion we have examined (i) the <br /> Declaration of Trust, (ii) the Swap Agreement; (iii) the <br /> Administrative Agency Agreement; (iv) the Distribution Agreement <br /> and (v) a certificate of an officer of each of MLPF&S and MLCS <br /> regarding the sale of the Securities. We have also examined such <br /> other documents and reviewed such questions of law as we have <br /> considered necessary and appropriate for the purpose of rendering <br /> the opinion expressed herein. For purposes of this opinion, we <br /> have relied in particular on the following facts with respect to <br /> the transfer of the Securities, which were certified to by MLPF&S <br /> and MLCS (in certificates that are attached hereto) and which we <br /> assume to be true and as to which we have made no independent <br /> investigation: <br /> 1. The Securities will be sold by MLPF&S to the Trust . <br /> MLPF&S will sell the Debt Units to third parties unrelated to <br /> MLPF&S, MLCS, the Trust or any of their affiliates . Following <br /> the sale of the Securities to the Trust, neither MLPF&S nor MLCS <br /> will have the right to modify or alter the terms of such <br /> transfer, and no provision exists whereby the consideration paid <br /> for the Securities may be modified following such sale. <br /> 2 . It is the intention of each of MLPF&S, MLCS and the <br /> Trustee that the transfer of the Securities from MLPF&S to the <br /> Trust constitutes a sale to the Trust of all of MLPF&S's right, <br /> title and interest to and in the Securities. <br /> 3 . In transferring the Securities from MLPF&S to the Trust, <br /> MLPF&S did not have the intent to hinder, delay or defraud its <br /> present or future creditors. <br /> 4 . After giving effect to the transfer of the Securities <br /> from MLPF&S to the Trust, the value of MLPF&S' s assets, either <br /> taken at their present fair salable value or at fair valuation, <br /> exceeded the amount of MLPF&S's debts or obligations, including <br /> all of MLPF&S' s contingent and unliquidated debts and <br /> obligations. <br /> 3 <br />