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June
17, 2009
ING
Clarion Global Real Estate Income Fund
201
King of Prussia
Road
Radnor,
Pennsylvania 19087
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Re: ING
Clarion Global Real Estate Income Fund —
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Registration Statement
on Form N-14
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Ladies
and Gentlemen:
We have acted as special counsel to ING
Clarion Global Real Estate Income Fund, a statutory trust created under the
Delaware Statutory Trust Act (the "Trust"), in
connection with the issuance of the Trust's common shares of beneficial
interest, par value $.001 per share, to be issued pursuant to the Agreement and
Plan of Reorganization (the "Agreement and Plan of
Reorganization") between the Trust, ING Clarion Real Estate Income
Fund("IIA"), a
Delaware statutory trust, and IGR Merger Subsidiary ("Merger Subsidiary"),
a direct, wholly-owned subsidiary of the Trust (collectively, the "Shares").
This opinion is being furnished in
accordance with the requirements of Item 16 of the Form N-14 registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and the
Investment Company Act of 1940, as amended (the "1940
Act").
In connection with this opinion, we
have examined the originals or copies, certified or otherwise identified to our
satisfaction, of the following:
(a) the registration statement of the
Trust on Form N-14 (File Nos. 333-157821
and 811-21456), as filed with the Securities and Exchange Commission (the
"Commission")
on March 10, 2009, and as amended by Pre-Effective Amendment No. 1 to be filed
on the date hereof under the 1933 Act and the 1940 Act (such registration
statement, as so proposed to be amended, being hereinafter referred to as the
"Registration
Statement");
ING
Clarion Global Real Estate Income Fund
June
17, 2009
Page
2
(b) the Certificate of Trust of the
Trust, as filed with the Secretary of State of the State of Delaware on November
6, 2003 (the "Certificate of
Trust");
(c) the Amended and Restated Agreement
and Declaration of Trust of the Trust, dated as of December 12, 2003 and
certified by the Secretary of the Trust as currently in effect (the "Agreement and Declaration of
Trust");
(d) the Amended and Restated By-Laws of
the Trust, dated as of December 12, 2003 and certified by the Secretary of the
Trust as currently in effect (the "Amended and Restated
By-Laws" and, collectively with the Certificate of Trust and the
Agreement and Declaration of Trust, the "Governing
Documents");
(e) a specimen certificate representing
the Shares, as filed with the Commission as an exhibit to the Registration
Statement on June 17, 2009;
(f) the form of the Agreement and Plan
of Reorganization, as filed with the Commission as an exhibit to the
Registration Statement on March 10, 2009; and
(g) certain resolutions adopted by the
Board of Trustees of the Trust (the "Board of Trustees")
relating to the issuance and sale of the Shares and related
matters.
In such 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,
photostatic, or other copies and the authenticity of the originals of such
latter documents. As to any facts material to such opinion which were
not independently established, we have relied on statements or representations
of officers and other representatives of the Trust or others.
For purposes of this opinion, we have further assumed (i) that the Agreement and
Declaration of Trust and the Certificate of Trust are in full force and effect
and have not been amended, (ii) the due formation and valid existence in good
standing under the laws of Delaware of each party (other than the Trust) to the
documents examined by us, (iii) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (iv) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(v) that any amendment or restatement of any document reviewed by us has been
accomplished in accordance with, and was permitted by, the relevant provisions
of said document prior to its amendment or restatement from time to time, (vi)
that the Agreement and Plan of Reorganization and the reorganization
contemplated thereby are approved by all necessary Delaware statutory trust
actions on the part of the Trust, IIA and Merger Subsidiary, (vii) the payment
of consideration for the Shares, and the application of such consideration, as
provided in the Governing Documents and the Agreement and Plan of
Reorganization, as applicable, (viii) the satisfaction of all conditions
precedent to the issuance of Shares pursuant to the Agreement and Plan of
Reorganization and (ix) compliance with all other terms, conditions and
restrictions set forth in the Agreement and Plan of Reorganization and the
Governing Documents in connection with the issuance of Shares.
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Clarion Global Real Estate Income Fund
June
17, 2009
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 on and subject to the foregoing,
and limited in all respects to matters of Delaware law, it is our opinion that
the Shares of the Trust to be issued and delivered to shareholders of IIA
pursuant to the terms of the Agreement and Plan of Reorganization, upon
issuance, will be legally issued, fully paid and, except as provided for in
Section 3.8 of the Agreement and Declaration of Trust of the Trust,
nonassessable.
We hereby consent to the filing of this
opinion with the Commission as Exhibit 11 to the Registration Statement. We also
consent to the reference to our firm under the heading "Legal Matters" in the
Registration Statement. In giving this consent, we do not hereby admit that we
are 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