Exhibit 99.C1


                January 27, 2006


PDR Services LLC
c/o American Stock Exchange LLC
86 Trinity Place
New York, New York 10006

The Bank of New York
101 Barclay Street
New York, New York  10286

                Re: MidCap SPDR Trust Series 1
                ------------------------------

Ladies and Gentlemen:

     We have served as counsel to the American Stock Exchange LLC (the
"Exchange") and PDR Services LLC as sponsor (the "Sponsor") of MidCap SPDR Trust
Series 1 (hereinafter referred to as the "Trust"). It is proposed that Post-
Effective Amendment No. 12 to the Trust's registration Statement
("Post-Effective Amendment No. 12") will be filed with the Securities and
Exchange Commission (the "Commission") and dated as of the date hereof in
connection with the continued issuance by the Trust of an indefinite number of
units of fractional undivided interest in the Trust (hereinafter referred to as
the "Units") pursuant to Rule 24f-2 promulgated under the provisions of the
Investment Company Act of 1940, as amended.

     We have examined originals and copies, certified or otherwise identified to
our satisfaction, of all such agreements, certificates and other statements of
corporate officers and other representatives of the Sponsor and other documents
as we have deemed necessary as a basis for this opinion. In such examination, we
have assumed the following: (i) the authenticity of original documents and the
genuineness of all signatures; (ii) the conformity to the originals of all
documents submitted to us as copies; and (iii) the truth, accuracy and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.

     We have, when relevant facts material to our opinion were not independently
established by us, relied to the extent we deemed such reliance proper upon
written or oral statements of officers and other representatives of the Sponsor.
We have not made or undertaken to make any independent investigation to
establish or verify the accuracy or completeness of such factual
representations, certifications and other information.

     We express no opinion as to matters of law in jurisdictions other than the
State of New York and the United States.



     Except as otherwise expressly set forth in this letter, our opinions are
based solely upon the law and the facts as they exist on the date hereof and we
undertake no, and disclaim any, obligation to advise you of any subsequent
change in law or facts or circumstances which might affect any matter or opinion
set forth herein.

     Based on the foregoing and subject to the qualifications set forth in this
letter, we are of the opinion that the Units, when issued by the Trustee in
accordance with the terms of the Indenture and Agreement, including the receipt
by the Trustee of the consideration required for the issuance of the Units, will
be duly and legally issued and will be fully paid and non-assessable.

     This opinion letter is furnished by us, as counsel for the Sponsor, solely
for your benefit in connection with the formation of the Trust and the issuance
of the Units and may not be used for any other purpose or relied upon by any
other person other than you, without our prior written consent.

     We hereby represent that Post-Effective Amendment No. 12 contains no
disclosure which would render it ineligible to become effective immediately upon
filing pursuant to paragraph (b) of Rule 485 of the Commission.

     We hereby consent to the filing of this opinion letter as an exhibit to
Post-Effective Amendment No. 12 and to the use of our name where it appears in
Post-Effective Amendment No. 12 and the Prospectus.


                                              Very truly yours,

                                              /s/ Carter Ledyard & Milburn LLP
                                              --------------------------------
                                              Carter Ledyard & Milburn LLP