Exhibit 99.2



UBS Financial Services Inc.
1000 Harbor Boulevard
Weehawken, New Jersey 07086

                                                              September 19, 2006


Investors Bank & Trust Company
Hancock Tower
200 Clarendon Street
Boston, Massachusetts  02116


         Re: Equity Opportunity Trust, Value S&P Industrial Series 2006A
             -----------------------------------------------------------

Ladies and Gentlemen:

         We have served as counsel for UBS Financial Services Inc. as sponsor
and depositor ("Depositor") of Equity Opportunity Trust, Value S&P Industrial
Series 2006A ("Trust") in connection with the preparation, execution and
delivery of the Standard Terms & Conditions of the Trust dated July 1, 1998, as
amended, and the Trust Indenture dated as of September 19, 2006 between the
Depositor, and Investors Bank & Trust Company, as Trustee pursuant to which the
Depositor has delivered to and deposited the securities listed in Schedule A to
the Trust Indenture with the Trustee and pursuant to which the Trust has issued
an initial 1,000,000 units of fractional undivided interest in the Trust
("Units").

         In this regard, we have examined executed originals or copies of the
following:




                  (a) The Restated Certificate of Incorporation, as amended, and
         the By-Laws of the Sponsor, as amended, certified by the Secretary of
         the Sponsor on the date hereof;

                  (b) Resolutions of the Board of Directors of the Sponsor
         adopted on December 3, 1971 relating to the Trust and the sale of the
         Units, certified by the Secretary of the Sponsor on the date hereof;

                  (c) Resolutions of the Executive Committee of the Sponsor
         adopted on September 24, 1984, certified by the Secretary of the
         Sponsor on the date hereof;

                  (d) Resolutions of the Board of Directors of the Sponsor
         adopted on June 9, 2003, certified by the Secretary of the Sponsor on
         the date hereof;

                  (e) Powers of Attorney as set forth in the certificate of the
         Secretary of the Sponsor dated the date hereof;

                  (f) The Registration Statement on Form S-6 (File No.
         333-136916) filed with the Securities and Exchange Commission (the
         "Commission") in accordance with the Securities Act of 1933, as
         amended, and the rules and regulations of the Commission promulgated
         thereunder (collectively, the "1933 Act") and amendments thereto
         including Amendment No. 1 ("Amendment No. 1") proposed to be filed on
         September 19, 2006 (the "Registration Statement");

                  (g) The Notification of Registration of the Trust filed with
         the Commission under the Investment Company Act of 1940, as amended
         (collectively, the "1940 Act") on Form N-8A, as amended, ("1940 Act
         Notification");

                  (h) The registration of the Trust filed with the Commission
         under the 1940 Act on Form N-8B-2 (File No. 811-3722), as amended
         ("1940 Act Registration");

                  (i) The prospectus included in Amendment No. 1 ("Prospectus");

                  (j) The Standard Terms and Conditions of the Trust dated as of
         July 1, 1998, as amended, between the Sponsor and Investors Bank &
         Trust Company ("Trustee") ("Standard Terms");

                  (k) The Trust Indenture dated as of September 19, 2006 between
         the Sponsor and the Trustee ("Trust Indenture" and, collectively with
         the Standard Terms, "Indenture and Agreement");

                  (l) The Closing Memorandum dated September 19, 2006, between
         the Sponsor and the Trustee ("Closing Memorandum");

                  (m) Officers Certificates required by the Closing Memorandum;
         and




                  (n) Such other pertinent records and documents as we have
         deemed necessary.

         With your permission, in such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us
as copies; (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents, instruments
and certificates we have reviewed; (d) except as specifically covered in the
opinions set forth below, the due authorization, execution, and delivery on
behalf of the respective parties thereto of documents referred to herein and the
legal, valid, and binding effect thereof on such parties; and (e) the absence of
any evidence extrinsic to the provisions of the written agreement(s) between the
parties that the parties intended a meaning contrary to that expressed by those
provisions. However, we have not examined the securities deposited pursuant to
the Indenture and Agreement (the "Securities") nor the contracts for the
Securities.

         We express no opinion as to matters of law in jurisdictions other than
the laws of the State of New York (except for "Blue Sky" laws) and the federal
laws of the United States, except to the extent necessary to render the opinion
as to the Sponsor and the Indenture and Agreement in paragraphs (i) and (iii)
below with respect to Delaware law. As you know we are not licensed to practice
law in the State of Delaware, and our opinion in paragraph (i) and (iii) as to
Delaware law is based solely on review of the General Corporation Law of the
State of Delaware.

         Based upon such examination, and having regard for legal considerations
which we deem relevant, we are of the opinion that:

         (i) The Sponsor is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware with full corporate
power to conduct its business as described in the Prospectus;

         (ii) The Sponsor is duly qualified as a foreign corporation and is in
good standing as such within the State of New York;

         (iii) The Indenture and Agreement has been duly authorized, executed
and delivered by the Sponsor and, assuming the due authorization, execution and
delivery by the Trustee, is a valid and binding agreement of the Sponsor,
enforceable against the Sponsor in accordance with its terms;

         (iv) The Trust has been duly formed and is validly existing as an
investment trust under the laws of the State of New York and has been duly
registered under the Investment Company Act of 1940;

         (v) The terms and provisions of the Units conform in all material
respects to the description thereof contained in the Prospectus;

         (vi) The consummation of the transactions contemplated under the
Indenture and Agreement and the fulfillment of the terms thereof will not be in
violation of the Sponsor's Restated Certificate




of Incorporation, as amended, or By-Laws, as amended and will not conflict with
any applicable laws or regulations applicable to the Sponsor in effect on the
date hereof;

         (vii) The Units to be issued by the Trust, and recorded on its
registration books in accordance with the Indenture and Agreement against
payment therefor, as described in the Registration Statement and Prospectus will
constitute fractional undivided interests in the Trust enforceable against the
Trust in accordance with their terms, will be entitled to the benefits of the
Indenture and Agreement and will be fully paid and non-assessable; and

         (viii) While the Registration Statement has not yet become effective we
have no reason to believe that such Registration Statement will not become
effective on the date and at the time requested therein pursuant to Rule 487
promulgated under the 1933 Act.

         In addition, we have participated in conferences with representatives
of the Sponsor, the Trustee, the Trust's independent registered public
accountants and others concerning the Registration Statement and the Prospectus
and have considered the matters required to be stated therein and the statements
contained therein, although we have not independently verified the accuracy,
completeness or fairness of such statements. Based upon and subject to the
foregoing, nothing has come to our attention to cause us to believe that the
Registration Statement, as of the date hereof, contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or that the
Prospectus, as of the date hereof, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that we have not
been requested to and do not make any comment in this paragraph with respect to
the financial statements, schedules and other financial and statistical
information contained in the Registration Statement or the Prospectus).

         Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:

         (a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the enforcement of creditors' rights generally;

         (b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and

         (c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement and the Prospectus.


                                             Very truly yours,

                                             /s/ CARTER LEDYARD & MILBURN LLP
                                             --------------------------------
                                                 CARTER LEDYARD & MILBURN LLP