Federated Investors (FII)

FORM OF OPINION OF COUNSEL TO FEDERATED

The written opinion of counsel to Federated will be addressed to the Adviser, be dated the Closing Date and contain the following opinion paragraphs, together with Reed Smith’s customary qualifications, assumptions, exceptions and limitations, and any changes to the opinion paragraphs required by Reed Smith’s opinion committee. Capitalized terms used but not defined below have the meanings given to such terms in the Agreement.

1. Federated is a corporation duly incorporated, presently subsisting and in good standing under the laws of the Commonwealth of Pennsylvania.

2. The execution and delivery by Federated of the Agreement and the performance by Federated of its obligations thereunder have been duly and validly authorized by all necessary corporate action on the part of Federated. Federated has the requisite corporate power and authority to execute, deliver, and perform the Agreement.

3. The Agreement has been duly executed and delivered by Federated and constitutes the valid and binding obligation of Federated enforceable against Federated in accordance with its terms.

4. Neither the execution and delivery by Federated of the Agreement, nor the performance by Federated of its obligations thereunder, will result in a material breach of, default under, or violation of (a) Federated’s Articles of Incorporation or Bylaws; or (b) any applicable provision of any United States federal statute, rule or regulation or any applicable provision of the Pennsylvania Business Corporations Law as enacted in the Commonwealth of Pennsylvania, each as currently in effect, and in the case of clause (b), that are of the type that in our experience are normally directly applicable to Federated or transactions in the investment management industry of the type contemplated by the Agreement.

5. [Federated Advisory Companies], each of which is a subsidiary of Federated and investment adviser to a Surviving Fund, are registered with the Commission as investment advisers, and, to the best of our knowledge, no order has been issued or proceeding instituted to suspend such registrations.