EX-2.(L) 2 tm2226039d2_ex2l.htm EXHIBIT 2.(L)

 

Exhibit (l)

 

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November 10, 2022

 

 

 

Tekla World Healthcare Fund 

100 Federal Street 

19th Floor 

Boston, MA 02110

 

  Re:

Tekla World Healthcare Fund

File Nos. 811-23037 and 333-267555

 

 

Dear Ladies and Gentlemen:

 

We have acted as counsel for Tekla World Healthcare Fund (the “Trust” or the “Registrant”), a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts, in connection with the filing of Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form N-2 under the Securities Act of 1933 (the “1933 Act”) and Amendment No. 17 to the Registrant’s registration statement under the Investment Company Act of 1940 (the “Registration Statement”) relating to the issuance and sale of shares by the Registrant.

 

This opinion is limited to the laws of the Commonwealth of Massachusetts, and we express no opinion with respect to the laws of any other jurisdiction. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the Commonwealth of Massachusetts.

 

In connection with the opinion set forth herein, we have examined the following Trust documents: (i) the Registration Statement; (ii) the Trust’s Amended and Restated Declaration of Trust, as amended (the “Declaration of Trust”); (iii) the Trust’s By-Laws; and (iv) such other Trust records, certificates, resolutions, documents and statutes that we

 

 

 

 

 

Tekla World Healthcare Fund

November 10, 2022

Page 2

 

 

 

 

 

 

have deemed relevant in order to render the opinion expressed herein.  In addition, we have reviewed and relied upon a certificate issued by the Secretary of State of the Commonwealth of Massachusetts as of a recent date.

  

In rendering this opinion we have assumed, without independent verification: (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Trust’s Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

 

Based upon the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that the shares of the Trust to be registered pursuant to the Registration Statement have been duly authorized for issuance and, when issued and delivered against payment therefor in accordance with the terms, conditions, requirements and procedures described in the Registration Statement and any applicable underwriting or purchase agreements, will be validly issued and, subject to the qualification noted below, fully paid and non-assessable shares of beneficial interest of the Trust.

 

The Trust is an entity commonly known as a Massachusetts business trust. Our opinion above, as it relates to the non-assessability of the shares of the Trust, is, therefore, qualified to the extent that under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the trust. In this regard, however, please be advised that the Declaration of Trust disclaims shareholder liability for acts, obligations or affairs of the Trust and provides that any person extending credit to, contracting with or having any claim against the Trust shall look only to the Trust property for payment under such credit, contract or claim, and that no shareholder will be personally liable therefor. Also, the Declaration of Trust provides that the Trust shall indemnify and hold each shareholder harmless from and against all claims and liabilities to which such shareholder may become subject by reason of his being or having been a shareholder, and shall reimburse such shareholder for all legal and other expenses reasonably incurred by

 

 

 

 

 

Tekla World Healthcare Fund

November 10, 2022

Page 3

 

 

 

 

 

 

him in connection with any such claim or liability. Thus, the risk of a shareholder incurring a financial loss on account of shareholder liability is limited to circumstances in which the Trust would be unable to meet its obligations.

 

In rendering the opinion above, insofar as it relates to the valid existence of the Trust, we have relied on the certificate issued by the Secretary of State of the Commonwealth of Massachusetts referenced above, as of a recent date, and such opinion is limited accordingly and is rendered as of the date of such certificate.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Dechert LLP

 

Dechert LLP