[Skadden Letterhead]

                                                                July 24, 2003



The Gabelli Utility Trust
One Corporate Center
Rye, New York 10580-1422

                           Re:      The Gabelli Utility Trust
                                    Registration Statement on Form N-2
                                    ----------------------------------

Ladies and Gentlemen:

                  We have acted as special counsel to The Gabelli Utility
Trust, a statutory trust (the "Trust") created under the Delaware Statutory
Trust Act (the "Delaware Statutory Trust Act"), in connection with the
registration of up to 1,200,000 shares of the Trust's [__]% Series A
Cumulative Preferred Shares, liquidation preference $25.00, par value $0.001
per share, and 2,000 shares of the Trust's Series B Auction Market Preferred
Shares, liquidation preference $25,000, par value $0.001 per share (each such
series individually, a "Series of Preferred Shares" and together, the
"Preferred Shares").

                  This opinion is being furnished in accordance with the
requirements of Item 24 of the Form N-2 Registration Statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the Investment
Company Act of 1940, as amended (the "1940 Act").

                  In connection with this opinion, we have examined and relied
on originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Notification of Registration of the Trust as an investment company
under the 1940 Act, on Form N-8A, dated February 26, 1999, as filed with the
Securities and Exchange Commission (the "Commission"); (ii) the Registration
Statement of the Trust relating to the Preferred Shares on Form N-2 (File Nos.
333-105500 and 811-09243), as filed with the Commission on May 23, 2003 under
the 1933 Act and the 1940 Act, Pre-Effective Amendment No. 1 thereto, as filed
with the Commission on July 18, 2003, and Pre-Effective Amendment No. 2 as
filed with the Commission on July 24, 2003, under the 1933 Act (such
Registration Statement, as so amended and proposed to be amended, being
hereinafter referred to as the "Registration Statement"); (iii) the form of
the Underwriting Agreement (the "Underwriting Agreement") proposed to be
entered into between the Trust, as issuer, Gabelli Funds, LLC, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representative of the
underwriters named therein (the "Underwriters"), filed as an exhibit to the
Registration Statement; (iv) specimen certificates representing each Series of
Preferred Shares; (v) the Amended Certificate of Trust, as certified by with
the Secretary of State of Delaware, and the Agreement and Declaration of Trust
of the Trust, dated as of March 29, 1999, as currently in effect (the
"Agreement and Declaration of Trust"); (v) the Statement of Preferences
setting forth the rights, powers, terms and preferences of each Series of
Preferred Shares; (vi) the By-Laws of the Trust, as currently in effect; and
(vii) certain resolutions of the Board of Trustees of the Trust relating to
the creation, issuance and sale of the Preferred Shares and related matters.
We also have examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Trust and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Trust and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

                  In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such copies. In
making our examination of executed documents, we have assumed that the parties
thereto, other than the Trust, had or will have the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties. We have also assumed that the Underwriting
Agreement will be executed in substantially the form reviewed by us and that
the share certificates representing the Preferred Shares will conform to the
specimen examined by us and will have been manually signed by an authorized
officer of the transfer agent and registrar for the Preferred Shares and
registered by such transfer agent and registrar. As to any facts material to
the opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Trust and others.

                  Members of our firm are admitted to the bar in the State of
Delaware and we do not express any opinion as to the laws of any jurisdiction
other than the Delaware Statutory Trust Act.

                  Based upon and subject to the foregoing, we are of the
opinion that when (i) the Registration Statement becomes effective under the
1933 Act; (ii) the Underwriting Agreement has been duly executed and
delivered; (iii) certificates representing the Preferred Shares in the forms
of the specimen certificates examined by us have been manually signed by an
authorized officer of the transfer agent and registrar for the Preferred
Shares and registered by such transfer agent and registrar; and (iv) the
Preferred Shares have been delivered to and paid for by the Underwriters at a
price per share not less than the per share par value of the Preferred Shares
as contemplated by the Underwriting Agreement, the issuance and sale of the
Preferred Shares will have been duly authorized and the Preferred Shares will
be validly issued, fully paid and nonassesable, except as provided in the last
sentence of Section 3.7 of the Agreement and Declaration of Trust, which
provides that the Trust may cause its shares of beneficial interest, including
the Preferred Shares, to pay directly, in advance or arrears, for charges of
distribution, of the custodian or transfer, shareholder servicing or similar
agent, a pro rata amount as the Trust may determine, by setting off such
charges due from each shareholder from declared but unpaid dividends or
distributions owed such shareholder and/or by reducing the number of shares in
the account of such shareholder by that number of full and/or fractional
shares which represents the outstanding amount of such charges due from such
shareholder.

                  We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the 1933 Act or the rules and regulations of the Commission.

                                     Very truly yours,


                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP