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K&L GATES LLP
1601 K STREET, N.W.
WASHINGTON, DC 20006
T +1 202 778 9000 F +1 202 778 9100 klgates.com |
February 25, 2022
Direxion Shares ETF Trust
1301 Avenue of the Americas (6th Avenue)
28th Floor
New York, NY 10019
Ladies and Gentlemen:
We have acted as counsel to Direxion Shares ETF Trust, a Delaware statutory trust (the Trust), in connection with Post-Effective Amendment No. 329 (the Post-Effective Amendment) to the Trusts registration statement on Form N-1A (File Nos. 333-150525; 811-22201) (the Registration Statement), to be filed with the U.S. Securities and Exchange Commission (the Commission) on or about February 25, 2022, registering an indefinite number of shares of beneficial interest in the series of the Trust listed in Schedule A to this opinion letter (the Shares) under the Securities Act of 1933, as amended (the Securities Act).
This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and Item 28(i) of Form N-1A under the Securities Act and the Investment Company Act of 1940, as amended (the Investment Company Act).
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) | the prospectuses and statements of additional information (collectively, the Prospectus) filed as part of the Post-Effective Amendment; |
(ii) | the Trusts certificate of trust, governing instrument, and by-laws in effect on the date of this opinion letter; |
(iii) | the resolutions adopted by the trustees of the Trust relating to the Post-Effective Amendment, the establishment and designation of the Shares of each series and the authorization for issuance and sale of the Shares; and |
(iv) | the exemptive relief issued by the Commission from the federal securities laws, including the Investment Company Act, under Rule 6c-11 under the Investment Company Act or by Investment Company Act Release Nos. 28434, 28905 and/or 31032, as applicable, permitting the relevant series of the Trust to operate as an exchange-traded fund (Exemptive Relief). |
We also have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate of an officer of the Trust. We have not independently established any of the facts on which we have so relied.
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February 25, 2022 | |||
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For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have also assumed compliance by the applicants with the applicable Exemptive Relief. We have not independently verified any of these assumptions.
The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to the Delaware Statutory Trust Act and the provisions of the Investment Company Act that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws.
Based upon and subject to the foregoing, it is our opinion that (1) the Shares to be issued pursuant to the Post-Effective Amendment, when issued and paid for by the purchasers upon the terms described in the Post-Effective Amendment and the Prospectus, will be validly issued, and (2) such purchasers will have no obligation to make any further payments for the purchase of the Shares or contributions to the Trust solely by reason of their ownership of the Shares.
This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the Commission in connection with the Post-Effective Amendment and to the reference to this firms name under the heading Legal Counsel in the Prospectus. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term expert as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ K&L Gates LLP
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Schedule A
Commodity ETF |
Direxion Auspice Broad Commodity Strategy ETF |
Nonleveraged ETFs |
Direxion NASDAQ-100® Equal Weighted Index Shares |
Direxion Fallen Knives ETF |
Direxion Work From Home ETF |
Direxion Moonshot Innovators ETF |
Direxion World Without Waste ETF |
Direxion Hydrogen ETF |
Direxion Low Priced Stock ETF |
Direxion Nanotechnology ETF |
Direxion mRNA ETF |
Direxion Select Large Caps & FANGs ETF |
Direxion Internet Infrastructure ETF |
Direxion Digital Advertising ETF |
150/50 ETFs |
Direxion Russell 1000® Value Over Growth ETF |
Direxion Russell 1000® Growth Over Value ETF |
1X ETFs |
Direxion Daily S&P 500® Bear 1X Shares |
Direxion Daily CSI 300 China A Share Bear 1X Shares |
2X ETFs |
Direxion Daily S&P 500® Bull 2X Shares |
Direxion Daily MSCI Brazil Bull 2X Shares |
Direxion Daily CSI 300 China A Share Bull 2X Shares |
Direxion Daily CSI China Internet Index Bull 2X Shares |
Direxion Daily MSCI India Bull 2X Shares |
Direxion Daily Russia Bull 2X Shares |
Direxion Daily 5G Communications Bull 2X Shares |
Direxion Daily 5G Communications Bear 2X Shares |
Direxion Daily Aviation Bull 2X Shares |
Direxion Daily Aviation Bear 2X Shares |
Direxion Daily Cloud Computing Bull 2X Shares |
Direxion Daily Cloud Computing Bear 2X Shares |
Direxion Daily Energy Bull 2X Shares |
Direxion Daily Energy Bear 2X Shares |
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Direxion Daily FinTech Bull 2X Shares |
Direxion Daily FinTech Bear 2X Shares |
Direxion Daily Global Clean Energy Bull 2X Shares |
Direxion Daily Global Clean Energy Bear 2X Shares |
Direxion Daily Gold Miners Index Bull 2X Shares |
Direxion Daily Gold Miners Index Bear 2X Shares |
Direxion Daily Junior Gold Miners Index Bull 2X Shares |
Direxion Daily Junior Gold Miners Index Bear 2X Shares |
Direxion Daily Metal Miners Bull 2X Shares |
Direxion Daily Metal Miners Bear 2X Shares |
Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 2X Shares |
Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 2X Shares |
Direxion Daily Oil Services Bull 2X Shares |
Direxion Daily Oil Services Bear 2X Shares |
Direxion Daily Rare Earth/Strategic Metals Bull 2X Shares |
Direxion Daily Rare Earth/Strategic Metals Bear 2X Shares |
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares |
Direxion Daily Select Large Caps & FANGs Bull 2X Shares |
Direxion Daily Select Large Caps & FANGs Bear 2X Shares |
Direxion Daily Software Bull 2X Shares |
Direxion Daily Software Bear 2X Shares |
Direxion Daily Travel & Vacation Bull 2X Shares |
Direxion Daily Travel & Vacation Bear 2X Shares |
Direxion Daily US Infrastructure Bull 2X Shares |
Direxion Daily US Infrastructure Bear 2X Shares |
Direxion Daily S&P 500® Equal Weight Bull 2X Shares |
Direxion Daily S&P 500® Equal Weight Bear 2X Shares |
Direxion Daily S&P 500® Pure Growth Bull 2X Shares |
Direxion Daily S&P 500® Pure Growth Bear 2X Shares |
Direxion Daily S&P 500® Pure Value Bull 2X Shares |
Direxion Daily S&P 500® Pure Value Bear 2X Shares |
3X ETFs |
Direxion Daily Mid Cap Bull 3X Shares |
Direxion Daily S&P 500® Bull 3X Shares |
Direxion Daily S&P 500® Bear 3X Shares |
Direxion Daily Small Cap Bull 3X Shares |
Direxion Daily Small Cap Bear 3X Shares |
Direxion Daily S&P 500® High Beta Bull 3X Shares |
Direxion Daily S&P 500® High Beta Bear 3X Shares |
Direxion Daily FTSE China Bull 3X Shares |
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Direxion Daily FTSE China Bear 3X Shares |
Direxion Daily MSCI Emerging Markets Bull 3X Shares |
Direxion Daily MSCI Emerging Markets Bear 3X Shares |
Direxion Daily FTSE Europe Bull 3X Shares |
Direxion Daily MSCI Mexico Bull 3X Shares |
Direxion Daily MSCI South Korea Bull 3X Shares |
Direxion Daily Aerospace & Defense Bull 3X Shares |
Direxion Daily S&P Biotech Bull 3X Shares |
Direxion Daily S&P Biotech Bear 3X Shares |
Direxion Daily Consumer Discretionary Bull 3X Shares |
Direxion Daily Financial Bull 3X Shares |
Direxion Daily Financial Bear 3X Shares |
Direxion Daily Healthcare Bull 3X Shares |
Direxion Daily Homebuilders & Supplies Bull 3X Shares |
Direxion Daily Industrials Bull 3X Shares |
Direxion Daily Dow Jones Internet Bull 3X Shares |
Direxion Daily Dow Jones Internet Bear 3X Shares |
Direxion Daily Pharmaceutical & Medical Bull 3X Shares |
Direxion Daily Real Estate Bull 3X Shares |
Direxion Daily Real Estate Bear 3X Shares |
Direxion Daily Regional Banks Bull 3X Shares |
Direxion Daily Retail Bull 3X Shares |
Direxion Daily Semiconductor Bull 3X Shares |
Direxion Daily Semiconductor Bear 3X Shares |
Direxion Daily Technology Bull 3X Shares |
Direxion Daily Technology Bear 3X Shares |
Direxion Daily Transportation Bull 3X Shares |
Direxion Daily Utilities Bull 3X Shares |
Direxion Daily 7-10 Year Treasury Bull 3X Shares |
Direxion Daily 7-10 Year Treasury Bear 3X Shares |
Direxion Daily 20+ Year Treasury Bull 3X Shares |
Direxion Daily 20+ Year Treasury Bear 3X Shares |