EX-99.(L) 2 a14-17521_7ex99dl.htm EX-99.(L)

Exhibit 99.(l)

 

 

One International Place, 40th Floor

 

100 Oliver Street

 

Boston, MA 02110

 

+1 617 728 7100 Main

 

+1 617 426 6567 Fax

 

 

www.dechert.com

 

July 28, 2014

 

Tekla Healthcare Opportunities Fund

2 Liberty Square, 9th Floor

Boston, MA 02109

 

Re:          Registration Statement on Form N-2

 

Ladies and Gentlemen:

 

We have acted as counsel to Tekla Healthcare Opportunities Fund, a Massachusetts business trust (the “Fund”), in connection with the preparation and filing of a Registration Statement on Form N-2 (Registration No. 333-195076) as originally filed on April 4, 2014 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and as subsequently amended on June 9, 2014, June 25, 2014, June 26, 2014 and on or about the date hereof (the “Original Registration Statement”), relating to the proposed issuance of the Fund’s common shares of beneficial interest, par value $0.01 per share (“Shares”).  This opinion is being issued in connection with the registration statement of the Fund on Form N-2 (the “New Registration Statement”), which is being filed pursuant to Rule 462(b) under the Securities Act to register additional common shares of beneficial interest of the Fund (the “Additional Shares”) that are part of the same offering described in the Original Registration Statement.

 

In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Fund and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering this opinion, including the following documents:

 

(i)            the Original Registration Statement;

 

(ii)           the New Registration Statement;

 



 

(iii)          a draft of the Underwriting Agreement;

 

(iv)                              the Declaration of Trust;

 

(v)                                the By-Laws of the Fund; and

 

(vi)                             resolutions of the board of trustees of the Fund relating to, among other things, the authorization and issuance of the Shares and Additional Shares.

 

As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of officers, trustees, employees and representatives of the Fund.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies.  In addition, we have assumed (i) the legal capacity of  natural persons and (ii) the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Fund).

 

On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that when (i) the Underwriting Agreement has been duly executed and delivered by the parties thereto and (ii) the Additional Shares are (a) issued and delivered against receipt by the Fund of payment therefor at a price per Share as contemplated by the New Registration Statement and the prospectus contained therein and in accordance with the terms of the Underwriting Agreement and (b) if applicable, countersigned by the transfer agent, the Additional Shares will be validly issued, fully paid and nonassessable by the Fund.

 

The opinion expressed herein is limited to the laws of the Commonwealth of Massachusetts and judicial interpretations thereof.

 

We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the New Registration Statement and to the reference to this firm under the captions “Legal Opinions” and “Legal Matters” in the prospectus which forms a part of the prospectus incorporated by reference into the New Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

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Very truly yours,

 

/s/ Dechert LLP

 

Dechert LLP

 

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