<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>5
<FILENAME>ny366990.txt
<DESCRIPTION>EXHIBIT 99 (L) - OPINION OF SASMF
<TEXT>





                                                                  Exhibit 99(l)


                                            October 14, 2004




Gabelli Utility Trust
One Corporate Center
Rye, New York 10580-1435

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

Ladies and Gentlemen:

         We have acted as special counsel to The Gabelli Utility Trust, a
statutory trust created under the Delaware Statutory Trust Act (the "Trust"),
in connection with the issuance and sale by the Trust of up to 7,500,000 shares
of the Trust's common shares (the "Common Shares") of beneficial interest, par
value $0.001 per share, pursuant to the exercise of rights to purchase Common
Shares (the "Rights") to be distributed to the shareholders of the Trust in
accordance with the Trust's Registration Statement on Form N-2 under the
Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company
Act of 1940, as amended (the "1940 Act").

         This opinion is being furnished in accordance with the requirements of
Item 24 of the Form N-2 Registration Statement.

         In connection with this opinion, we have examined and relied upon
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") on February 26, 1999,
(ii) the Registration Statement of the Trust on Form N-2 (File Nos. 333-118701
and 811- 09243), as

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Gabelli Utility Trust
October 14, 2004
Page 2



filed with the Commission on August 31, 2004, and as proposed to be amended by
Pre-Effective Amendment No. 1 on the date hereof (such Registration Statement,
as proposed to be amended being hereinafter referred to as the "Registration
Statement"); (ii) a specimen certificate representing the Common Shares; (iii)
the Certificate of Trust and Agreement and Declaration of Trust of the Trust,
as currently in effect; (iv) the By-Laws of the Trust, as currently in effect;
(v) certain resolutions adopted by the Board of Trustees of the Trust relating
to the issuance and sale of the Common Shares and related matters; and (vi)
certain resolutions adopted by the Pricing Committee of the Board of Trustees
approving the issue price for the Common Shares. 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
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 assumed that the share certificates representing the Common
Shares will conform to the specimen examined by us and will have been signed
manually or by facsimile by an authorized officer of the transfer agent and
registrar for the Common 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.

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Gabelli Utility Trust
October 14, 2004
Page 3



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

         Based upon and subject to the foregoing, we are of the opinion that
the Common Shares have been duly authorized for issuance and when the Common
Shares have been issued and delivered upon the exercise of the Rights in
accordance with the Registration Statement, the Common Shares will be validly
issued, fully paid and non-assessable. We bring to your attention, however, the
last sentence of Section 3.7 of the Agreement and Declaration of Trust which
provides that the trustees of the Trust may determine to cause each shareholder
to pay, in advance or in arrears, for charges of distribution, of the custodian
or transfer, shareholder servicing or similar agent, by setting off such
charges due from such shareholder by reducing the number of shares in the
account of such shareholder by that number of full or fractional shares which
represents the outstanding amount of 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" and "Counsel and Independent
Registered Public Accounting Firm" 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

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