EX-99.12 2 dex9912.htm FORM OF OPINION OF SIMPSON THACHER BARTLETT

Form of Opinion of Simpson Thacher Bartlett

Exhibit (12)

SIMPSON THACHER & BARTLETT LLP

425 Lexington Avenue

New York, NewYork 10017

                 , 2008

Western Asset Zenix Income Fund Inc.

55 Water Street

New York, New York 10041

Western Asset High Income Fund II Inc.

55 Water Street

New York, New York 10041

Re: HIX/ZIF Merger

Ladies and Gentlemen:

We have acted as counsel to Western Asset Zenix Income Fund Inc., a Maryland corporation (“ZIF”) and Western Asset High Income Fund II Inc., a Maryland corporation (“HIX”) in connection with the Agreement and Plan of Merger (the “Merger Agreement”), between HIX and ZIF, pursuant to which ZIF shall be merged with and into HIX (the “Merger”) on the terms and conditions set forth therein. The time at which the Merger becomes effective is hereafter referred to as the “Effective Time.” For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. This opinion is being delivered in connection with the filing of the registration statement on Form N-14 (Registration No. 811-08709) (as amended, the “Registration Statement”) filed by HIX with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the Merger pursuant to the Merger Agreement and to which this opinion appears as an exhibit.

We have examined (i) the Merger Agreement, (ii) the Registration Statement and (iii) the representation letters of HIX and ZIF delivered to us for purposes of this opinion (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other

WESTERN ASSET ZENIX INCOME FUND INC.		, 2008
WESTERN ASSET HIGH INCOME FUND II INC.

-2-

inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In rendering such opinion, we have assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iii) the representations made by HIX and ZIF in their respective Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time and (iv) any representations made in the Merger Agreement or the Representation Letters “to the knowledge of”, or “based on the belief” of HIX and ZIF or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we hereby confirm our opinion set forth in the discussion contained in the Registration Statement under the caption “Proposal 2— Information About the Proposed Merger—Federal Income Tax Consequences—Tax Consequences of the Merger Generally.”

We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Merger under any state, local or foreign law, or with respect to other areas of United States federal taxation. We do not express any opinion herein concerning any law other than the federal law of the United States.

We hereby consent to the filing of this opinion as Exhibit 12 to the Registration Statement, and to the references to our firm name therein.

Very truly yours,