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December 20, 2004


Evergreen Utilities and High Income Fund
200 Berkeley Street
Boston, Massachusetts 02116

         Re:      Tender Offer

Ladies and Gentlemen:


     In  connection  with the offer by Evergreen  Utilities and High Income Fund
(the  "Company")  to  purchase  for cash  575,250  of the  Company's  issued and
outstanding shares at net asset value per share, which offer will expire at 5:00
P.M. Eastern time on January 24, 2005, unless the offer is extended (the "Tender
Offer"),  we furnish to you the following  opinion  concerning  certain  federal
income tax consequences to tendering shareholders.

     We have acted as counsel  for the  Company  in  connection  with the Tender
Offer,  and we  have  reviewed  originals  or  copies,  certified  or  otherwise
identified to our  satisfaction,  of the Company's formal tender offer letter to
be filed with the United States  Securities and Exchange  Commission (the "SEC")
on or about  December  20,  2004 (the  "Tender  Offer  Letter"),  and such other
documents as we have  considered  relevant and necessary in order to furnish the
opinion hereinafter set forth.

     The  opinion  set forth below is based upon the  Internal  Revenue  Code of
1986,  as  amended,  the  Treasury  Regulations  issued  thereunder,   published
administrative  interpretations  thereof,  and judicial  decisions  with respect
thereto, all as of the date hereof (collectively,  the "Tax Laws"). No assurance
can be given that the Tax Laws will not change.  We assume for  purposes of this
opinion that the Tender Offer will be consummated in the manner set forth in the
Tender Offer Letter.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
discussions  with  respect to Tax Laws matters in section 14 of the Tender Offer
Letter, entitled "Certain Federal Income Tax Consequences",  are accurate in all
material  respects and fairly summarize the Tax Laws issues  addressed  therein,
and hereby  confirm  that the  opinions of counsel  referred to in said  section
represent our opinions on the subject matter thereof.

     Our opinion above is limited to the matters  specifically  covered  hereby,
and we have not been asked to address, nor have we addressed,  any other matters
or any other transactions. Further, we disclaim any undertaking to advise you of
any subsequent  changes of the matters stated,  represented or assumed herein or
any subsequent changes in the Tax Laws.







     This opinion is intended solely for the benefit and use of the Company, and
is not to be used,  released,  quoted,  or relied  upon by  anyone  else for any
purpose (other than as required by law) without our prior written consent.


Sincerely,

/s/ Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP