EX-99.I2 3 p68989bxexv99wi2.txt EX-(I)(2) EXHIBIT (i)(2) [DECHERT LLP LOGO] DECHERT LLP June 14, 2004 ING Equity Trust 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258-2034 BOSTON Re. ING Equity Trust Securities Act Registration No. 333-56881 BRUSSELS Investment Company Act File No. 811-8817 CHARLOTTE Ladies and Gentlemen: FRANKFURT We have acted as counsel to the ING Equity Trust (the "Trust"), a Massachusetts business trust, and its HARRISBURG series, ING Financial Services Fund and ING Real Estate Fund (each a "Fund" and, collectively, the "Funds"), and have a general familiarity with the Trust's business operations, practices and procedures. You have asked for our opinion regarding the issuance of shares of HARTFORD beneficial interest by the Trust in connection with the registration of Class O shares on behalf of each Fund. LONDON We have examined originals and certified copies, or copies otherwise identified to our satisfaction as being true copies, of various corporate records of the Trust LUXEMBOURG and such other instruments, documents and records as we have deemed necessary in order to render this opinion. We have assumed the genuineness of all signatures, the MUNICH authenticity of all documents examined by us and the correctness of all statements of fact contained in those NEW YORK documents. On the basis of the foregoing, it is our opinion that NEWPORT BEACH the Class O shares of beneficial interest of each Fund of the Trust, registered under the Securities Act of 1933, as amended ("1933 Act") in the Registration Statement, when issued in accordance with the terms PALO ALTO described in the Registration Statement as filed on or about June 18, 2004, will be duly and validly issued, PARIS fully paid and non-assessable by the Trust. We hereby consent to the inclusion of this opinion as an PHILADELPHIA exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Counsel." In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, and the rules and PRINCETON regulations thereunder. SAN FRANCISCO Sincerely, WASHINGTON /s/ Dechert LLP LAW OFFICES OF DECHERT LLP ------------------------------------------------------- 1775 I ST., N.W. - WASHINGTON, DC 20006-2401 - TEL: 202.261.3300 - FAX: 202.261.3333 - WWW.DECHERT.COM