Exhibit 99.I(o)

                     [LETTERHEAD OF CLIFFORD CHANCE US LLP]

February 10, 2006

PowerShares Exchange-Traded Fund Trust
Wheaton Oaks Professional Building
855 West Prairie Avenue
Wheaton, IL 60187

Re:  Opinion of Counsel regarding Post-Effective Amendment No. 68 to the
     Registration Statement filed on Form N-1A under the Securities Act of 1933
     (File Nos. 333-102228, 811-21265)

Dear Ladies and Gentlemen:

We have acted as counsel to PowerShares Exchange-Traded Fund Trust (the
"Fund"), in connection with the above-referenced Registration Statement (as
amended, the "Registration Statement"), which relates to the shares of
beneficial interest of PowerShares Zacks Small Cap Portfolio, $0.01 par value
(collectively, the "Shares").  This opinion is being delivered to you in
connection with the Fund's filing of Post-Effective Amendment No. 68 to the
Registration Statement (the "Amendment") to be filed with the Securities and
Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933, as
amended (the "1933 Act"), and Amendment No. 70 pursuant to the Investment
Company Act of 1940, as amended, in connection with the effectiveness of the
PowerShares Zacks Small Cap Portfolio.  With your permission, all assumptions
and statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject
matter or accuracy of such assumptions or items relied upon.  We have
reviewed the Fund's Declaration of Trust, as amended, and such other
documents and matters as we have deemed necessary to enable us to render this
opinion.

Based upon, and subject to, the foregoing, we are of the opinion that the
Shares to which the Registration Statement relates when issued and sold in
accordance with the Trust's Declaration, Designation and By-Laws and for the
consideration described in the Registration Statement, will be validly
issued, fully paid and non-assessable, except that, as set forth in the
Registration Statement, shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.

As to matters of Massachusetts law contained in the foregoing opinions, we
have relied upon the opinion of Bingham McCutchen LLP, dated February 10,
2006.

We have consented to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Fund
Service Providers" in the Statement of Additional Information forming a part
of the Registration Statement.  In giving this consent, we do not concede
that we are in the category of persons whose consent is required under
Section 7 of the 1933 Act.

                                     Very truly yours,

                                     /s/ Clifford Chance US LLP