Exhibit
12
Form
of Tax Opinion
[Skadden
Arps Letterhead]
[Date], 2009
ING
Clarion Global Real Estate Income Fund
201
King of Prussia Road
Radnor,
Pennsylvania 19087
ING
Clarion Real Estate Income Fund
201
King of Prussia Road
Radnor,
Pennsylvania 19087
Ladies
and Gentlemen:
We have acted as special counsel to the
ING Clarion Global Real Estate Income Fund, a closed-end management investment
company organized as a Delaware statutory trust (the "Acquiring Fund"), and
to the ING Clarion Real Estate Income Fund, a closed-end management investment
company organized as a Delaware statutory trust (the "Target Fund"), in
connection with (i) the merger of the Target Fund with and into a direct, wholly
owned subsidiary ("Merger Subsidiary")
of the Acquiring Fund, with the Merger Subsidiary being the surviving entity and
Target Fund shareholders receiving, in cancellation of their Target Fund shares,
solely shares of common stock of the Acquiring Fund, par value $0.001 per share
(the "Acquiring Fund
Shares") (collectively, the "Reorganization"),
pursuant to the Agreement and Plan of Reorganization, dated [Date], 2009, between the
Acquiring Fund and the Target Fund (the "Agreement"); and (ii)
the subsequent liquidation of Merger Subsidiary into the Acquiring Fund (the
"Liquidation"),
pursuant to the Plan of Liquidation and Dissolution, dated [Date], 2009 (the "Plan of
Liquidation"). You have requested our
opinion regarding whether the Reorganization will be treated for United States
federal income tax purposes as a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Unless
otherwise defined, capitalized terms used in this opinion have the meanings
assigned to them in the Agreement.
In connection with our opinion, we have
reviewed originals or copies, certified or otherwise identified to our
satisfaction, of the Agreement, the Prospectus/Proxy Statement (prepared with
respect to the Reorganization), the Statement of Additional Information (also
prepared with respect to the Reorganization), the Plan of Liquidation and such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth below. We have
assumed that the Reorganization will be consummated in accordance
with
ING
Clarion Global Real Estate Income Fund
ING
Clarion Real Estate Income Fund
[Date], 2009
Page
2
the
Agreement, the Prospectus/Proxy Statement, the Statement of Additional
Information and such other documents, certificates and records.
For purposes of our opinion, 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
latter documents. We have assumed that such documents, certificates
and records are duly authorized, valid and enforceable.
In rendering our opinion, we have also
relied upon statements and representations of officers and other representatives
of the Acquiring Fund and the Target Fund and have assumed that such statements
and representations are and will continue to be correct without regard to any
qualification as to knowledge or belief.
In rendering our opinion, we have
relied on the Code, Treasury Regulations, judicial authorities, published
positions of the Internal Revenue Service (the "Service") and such
other authorities as we have considered relevant, all as in effect as of the
date of this opinion and all of which are subject to differing interpretations
or change at any time (possibly with retroactive effect). A change in
the authorities upon which our opinion is based could affect our
conclusions. An opinion of counsel is not binding on the Service or
any court. No assurance can be given that the Service would not
assert, or that a court would not sustain, a position contrary to this
opinion.
Based upon and subject to the
foregoing, we are of the opinion that, for United States federal income tax
purposes, the Reorganization will be treated as a "reorganization" within the
meaning of Section 368(a) of the Code.
Except as set forth above, we express
no other opinion. This opinion is furnished to you solely for your
benefit in connection with the Reorganization and is not be relied upon by
anyone else without our prior written consent. This opinion is
expressed as of the date hereof, and we are under no obligation to supplement or
revise our opinion to reflect any legal developments or factual matters arising
subsequent to the date hereof, or the effect of any information, document,
certificate, record, statement, representation, covenant or assumption relied
upon herein that becomes incorrect or untrue.
Very
truly yours,