<PAGE>   1
                                                                    EXHIBIT 4.1

                                                               [Execution copy]


                         TRANCHE D TERM LOAN AGREEMENT

                  TRANCHE D TERM LOAN AGREEMENT dated as of March 15, 2000
among NEXTEL COMMUNICATIONS, INC. ("NCI"), NEXTEL FINANCE COMPANY (the
"Borrower") and other RESTRICTED COMPANIES party hereto, the TRANCHE D TERM
LOAN LENDERS party hereto (including each Tranche D Term Loan Lender as defined
below that becomes a party hereto pursuant to a Lender Addendum as defined
below), TORONTO DOMINION (TEXAS), INC., as Administrative Agent, and THE CHASE
MANHATTAN BANK, as Collateral Agent.

                  NCI, the Borrower and the other Restricted Companies party
thereto, the lenders party thereto, Toronto Dominion (Texas), Inc., as the
Administrative Agent, and The Chase Manhattan Bank, as Collateral Agent, are
parties to an Amended and Restated Credit Agreement dated as of November 9,
1999 (the "Credit Agreement") providing for extensions of credit (by means of
loans and letters of credit) in an aggregate principal or face amount equal to
$5,000,000,000 (which, in the circumstances contemplated by Section 2.01(e)
thereof, may be increased to $6,000,000,000).

                  Section 2.01(e) of the Credit Agreement contemplates that at
any time and from time to time prior to December 31, 2002, the Borrower may
request that one or more persons (which may include the Lenders under and as
defined in the Credit Agreement) offer to enter into commitments to make
Incremental Facility Loans under and as defined in said Section 2.01(e), which
Incremental Facility Loans may be made in one or more separate "series" of
revolving credit or term loans but which in the aggregate may not exceed
$1,000,000,000. The Borrower has now requested that the entire permitted amount
of Incremental Facility Loans under said Section 2.01(e) be made available to
it in a single series of term loans aggregating $1,000,000,000. The Tranche D
Term Loan Lenders (as defined below) are willing to make such loans on the
terms and conditions set forth below and in accordance with the applicable
provisions of the Credit Agreement and, accordingly, the parties hereto hereby
agree as follows:

                                   ARTICLE I

                                 DEFINED TERMS

                  Terms defined in the Credit Agreement are used herein as
defined therein. In addition, the following terms have the meanings specified
below:

                  "Lender Addendum" means, with respect to any Tranche D Term
         Loan Lender, a Lender Addendum substantially in form of Annex 1
         hereto, dated as of the date hereof and executed and delivered by such
         Tranche D Term Loan Lender as provided in Section 2.05.


                        Tranche D Term Loan Agreement



<PAGE>   2

                                      -2-

                  "Tranche D Term Loan" means a Loan made pursuant to this
         Agreement which shall constitute a single Series of Incremental
         Facility Term Loans under Section 2.01(e) of the Credit Agreement.

                  "Tranche D Term Loan Commitment" means, with respect to each
         Tranche D Term Loan Lender, the commitment of such Lender to make
         Tranche D Term Loans hereunder. The amount of each Tranche D Term Loan
         Lender's Tranche D Term Loan Commitment is set forth in the Lender
         Addendum executed and delivered by such Tranche D Term Loan Lender.
         The aggregate original amount of the Tranche D Term Loan Commitments
         is $1,000,000,000.

                  "Tranche D Term Loan Effective Date" means the date on which
         the conditions specified in Article IV are satisfied (or waived by the
         Required Tranche D Term Loan Lenders).

                  "Tranche D Term Loan Lender" means (a) on the date hereof, a
         Lender that has executed and delivered a Lender Addendum and (b)
         thereafter, the Lenders from time to time holding Tranche D Term Loan
         Commitments or Tranche D Term Loans after giving effect to any
         assignments thereof pursuant to Section 10.04 of the Credit Agreement.

                                   ARTICLE II

                              TRANCHE D TERM LOANS

                  Section 2.01. Commitments. Subject to the terms and
conditions set forth herein and in the Credit Agreement, each Tranche D Term
Loan Lender agrees to make Tranche D Term Loans to the Borrower on the Tranche
D Term Loan Effective Date in an aggregate principal amount equal to such
Tranche D Term Loan Lender's Tranche D Term Loan Commitment. Proceeds of
Tranche D Term Loans shall be available for any use permitted under Section
6.09 of the Credit Agreement.

                  Section 2.02. Termination of Commitments. Unless previously
terminated, the Tranche D Term Loan Commitments shall terminate after the
Borrowing of the Tranche D Term Loans on the Tranche D Term Loan Effective
Date.




                        Tranche D Term Loan Agreement



<PAGE>   3


                                      -3-

                  Section 2.03. Repayment of Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the Tranche D Term Loan Lenders the principal of the Tranche D Term Loans in
twenty-five installments payable on the Principal Payment Dates as follows:


<TABLE>
<CAPTION>
            Principal Payment Date
            Falling on or Nearest to:                                     Amount of Installment:
            ------------------------                                      ---------------------
            <S>                                                           <C>
               March 31, 2003                                                   $    2,500,000
               June 30, 2003                                                    $    2,500,000
               September 30, 2003                                               $    2,500,000
               December 31, 2003                                                $    2,500,000

               March 31, 2004                                                   $    2,500,000
               June 30, 2004                                                    $    2,500,000
               September 30, 2004                                               $    2,500,000
               December 31, 2004                                                $    2,500,000

               March 31, 2005                                                   $    2,500,000
               June 30, 2005                                                    $    2,500,000
               September 30, 2005                                               $    2,500,000
               December 31, 2005                                                $    2,500,000

               March 31, 2006                                                   $    2,500,000
               June 30, 2006                                                    $    2,500,000
               September 30, 2006                                               $    2,500,000
               December 31, 2006                                                $    2,500,000

               March 31, 2007                                                   $    2,500,000
               June 30, 2007                                                    $    2,500,000
               September 30, 2007                                               $    2,500,000
               December 31, 2007                                                $    2,500,000

               March 31, 2008                                                   $    2,500,000
               June 30, 2008                                                    $    2,500,000
               September 30, 2008                                               $    2,500,000
               December 31, 2008                                                $    2,500,000

               March 31, 2009                                                   $940,000,000
</TABLE>


                  Notwithstanding the foregoing, if on any date (the "Test
Date"), the maturity date for any then-outstanding Public Notes (excluding all
Existing Public Notes maturing in 2003, 2004 and 2005 and excluding also all
Public Notes maturing after June 30, 2009), or mandatory



                         Tranche D Term Loan Agreement


<PAGE>   4

                                      -4-

redemption date for Disqualified Capital Stock (excluding all Disqualified
Capital Stock with a mandatory redemption date after June 30, 2009), shall fall
within six months of the Test Date then, if the aggregate principal amount of
all such Public Notes that mature, and the redemption price of all such
Disqualified Capital Stock that is required to be redeemed, prior to June 30,
2009 is at such time greater than the Threshold Amount, the Tranche D Term
Loans shall be paid in full on the Test Date, provided that the foregoing shall
not apply if either (x) the long-term debt rating for the outstanding unsecured
and unenhanced Public Notes is at least BBB- by S&P or Baa3 by Moody's or (y)
the Required Lenders shall elect otherwise at any time prior to the Test Date.

                  Section 2.04. Applicable Rate. The Applicable Rate means, in
the case of Tranche D Term Loans, for any day, 2.00% with respect to any Base
Rate Loan and 3.00% with respect to any Eurodollar Loan.

                  Section 2.05. Delivery of Lender Addenda. Each Tranche D Term
Loan Lender shall become a party to this Agreement by delivering to each Agent
a Lender Addendum duly executed by such Tranche D Term Loan Lender, the
Borrower and each Agent.

                  Section 2.06. Status of Agreement. This Agreement constitutes
an Incremental Facility Amendment, the Tranche D Term Loan Commitments of each
Tranche D Term Loan Lender constitute Incremental Facility Term Loan
Commitments and each Tranche D Term Loan Lender constitutes an Incremental
Facility Term Loan Lender, in each case under and for all purposes of the
Credit Agreement. The Tranche D Term Loans constitutes a single "Series" of
Incremental Facility Loans under Section 2.01(e) of the Credit Agreement.

                                  ARTICLE III

                   REPRESENTATION AND WARRANTIES; NO DEFAULTS

                  NCI and each Restricted Company represents and warrants to
the Lenders and the Agents, as to itself and each of its subsidiaries that,
after giving effect to the provisions hereof, (i) each of the representations
and warranties set forth in Article IV of the Credit Agreement is true and
correct on and as of the date hereof as if made on and as of the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, such representation or warranty is true and correct
as of such specific date) and as if each reference therein to the Credit
Agreement or Loan Documents included reference to this Agreement and (ii) no
Default or Event of Default has occurred and is continuing.


                         Tranche D Term Loan Agreement


<PAGE>   5

                                      -5-

                                   ARTICLE IV

                                   CONDITIONS

                  The obligations of the Tranche D Term Loan Lenders to make
the Tranche D Term Loans is subject to the conditions precedent that each of
the following conditions shall have been satisfied (or waived by the Required
Tranche D Term Loan Lenders):

                  (a) Counterparts of Agreement. The Administrative Agent (or
         Special Counsel) shall have received from each party hereto either (i)
         a counterpart of this Agreement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page of this
         Agreement) that such party has signed a counterpart of this Agreement.

                  (b) Opinion of Counsel to Credit Parties. The Administrative
         Agent (or Special Counsel) shall have received a favorable written
         opinion (addressed to each Agent and the Tranche D Term Loan Lenders
         and dated the Tranche D Term Loan Effective Date) of Jones, Day,
         Reavis & Pogue, counsel to the Credit Parties, covering such matters
         relating to the Credit Parties or this Agreement as either Agent shall
         request (and each Credit Party hereby requests such counsel to deliver
         such opinion). To the extent deemed appropriate by the Restricted
         Companies, internal corporate matters in such opinion (such as due
         incorporation and the like) may be rendered in a separate opinion from
         the General Counsel of NCI.

                  (c) Opinion of Special Counsel. The Administrative Agent
         shall have received a favorable written legal opinion (addressed to
         each Agent and the Tranche D Term Loan Lenders and dated the Tranche D
         Term Loan Effective Date) of Special Counsel, substantially in the
         form of Annex 2 (and each Agent hereby requests such counsel to
         deliver such opinion).

                  (d) Corporate Matters. The Administrative Agent (or Special
         Counsel) shall have received such documents and certificates as either
         Agent or Special Counsel may reasonably request relating to the
         organization, existence and good standing of each Credit Party, the
         authorization of the Borrowings hereunder and any other legal matters
         relating to the Credit Parties, the Credit Agreement or this
         Agreement, all in form and substance reasonably satisfactory to each
         Agent.

                  (e) Notes. The Administrative Agent (or Special Counsel)
         shall have received for each Tranche D Term Loan Lender that shall
         have requested a promissory note at least one Business Day prior to
         the Tranche D Term Loan Effective Date, a duly completed and executed
         promissory note for such Lender.




                         Tranche D Term Loan Agreement


<PAGE>   6

                                      -6-

                  (f)  Fees and Expenses.  Chase Securities Inc. shall have
         received all fees and other amounts due and payable on or prior to the
         Tranche D Term Loan Effective Date, including, to the extent invoiced,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Borrower hereunder.

                  (g)  Additional Conditions. Each of the conditions precedent
         set forth in Section 5.02 of the Credit Agreement to the making of
         Tranche D Term Loans on the Tranche D Term Loan Effective Date shall
         have been satisfied, and the Administrative Agent (or Special Counsel)
         shall have received a certificate to such effect, dated the Tranche D
         Term Loan Effective Date and signed by the President, Executive Vice
         President, Senior Vice President, a Vice President or a Financial
         Officer of the Borrower.

                                   ARTICLE V

                                 MISCELLANEOUS

                  SECTION 5.01.  Expenses.  The Credit Parties jointly and
severally agree to pay, or reimburse Chase Securities Inc. for paying, all
reasonable out-of-pocket expenses incurred by the Chase Securities Inc. and its
Affiliates, including the reasonable fees, charges and disbursements of Special
Counsel, in connection with the syndication of the Incremental Facility Loans
provided for herein and the preparation of this Agreement.

                  SECTION 5.02. Counterparts; Integration; Effectiveness. This
Agreement, including the Lender Addenda, may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall become effective when this Agreement,
together with Lender Addenda providing for Tranche D Term Loan Commitments in
an aggregate principal amount equal to $1,000,000,000, shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof and thereof which, when taken together, bear the
signatures of each of the other parties hereto and thereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.

                  SECTION 5.03.  Governing Law.  This Agreement shall be
governed by, and construed in accordance with, the law of the State of New
York.

                  SECTION 5.04. Headings. Article and Section headings used
herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.






                         Tranche D Term Loan Agreement


<PAGE>   7

                                      -7-




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                         NEXTEL COMMUNICATIONS, INC.


                                         By:
                                             ----------------------------------
                                             Name:
                                               Title:



                                   RESTRICTED COMPANIES

                                         NEXTEL FINANCE COMPANY


                                         By:
                                             ----------------------------------
                                           Name:
                                           Title:

                                         CELL CALL, INC.
                                         FCI 900, Inc.
                                         NEXTEL COMMUNICATIONS OF
                                           THE MID-ATLANTIC, INC.
                                         NEXTEL OF CALIFORNIA, INC.
                                         NEXTEL LICENSE ACQUISITION
                                           CORP.
                                         NEXTEL LICENSE HOLDINGS 1,
                                           INC.
                                         NEXTEL LICENSE HOLDINGS 2,
                                           INC.
                                         NEXTEL LICENSE HOLDINGS 3,
                                           INC.
                                         NEXTEL LICENSE HOLDINGS 4,
                                           INC.
                                         NEXTEL OF NEW YORK, INC.




                         Tranche D Term Loan Agreement


<PAGE>   8

                                      -8-


                                         NEXTEL OPERATIONS, INC.
                                         NEXTEL SOUTH CORP.
                                         NEXTEL SOCAL, INC.
                                         NEXTEL OF TEXAS, INC.
                                         NEXTEL SYSTEMS CORP.
                                         NEXTEL WEST CORP.



                                         By:
                                             ----------------------------------
                                           Name:
                                           Title:


                                         FORT WORTH TRUNKED RADIO
                                           LIMITED PARTNERSHIP

                                         By Nextel of Texas, Inc.,
                                              a General Partner


                                         By:
                                             ----------------------------------
                                           Name:
                                           Title:



                                      AGENTS


                                         TORONTO DOMINION (TEXAS), INC.,
                                           as Administrative Agent


                                         By:
                                             ----------------------------------
                                           Name:
                                           Title:


                                         THE CHASE MANHATTAN BANK,
                                           as Collateral Agent


                                         By:
                                             ----------------------------------
                                           Name:
                                           Title:







                         Tranche D Term Loan Agreement


<PAGE>   9



                                                                       ANNEX 1

                           [Form Of Lender Addendum]

                                LENDER ADDENDUM

                  Reference is made to the Tranche D Term Loan Agreement dated
as of March 15, 2000 (the "Tranche D Term Loan Agreement") among Nextel
Communications, Inc. ("NCI"), Nextel Finance Company (the "Borrower") and the
other Restricted Companies named therein, the Tranche D Term Loan Lenders named
therein (the "Tranche D Term Loan Lenders"), Toronto-Dominion (Texas), Inc., as
Administrative Agent (the "Administrative Agent"), and The Chase Manhattan
Bank, as Collateral Agent (the "Collateral Agent"), which Tranche D Term Loan
Agreement is being entered into pursuant to Section 2.01(e) of the Amended and
Restated Credit Agreement dated as of November 9, 1999 (the "Credit Agreement")
among NCI, the Borrower and the other Restricted Companies party thereto, the
lenders party thereto and the Administrative Agent and Collateral Agent. Terms
used but not defined in this Lender Addendum have the meanings assigned to such
terms in the Tranche D Term Loan Agreement and the Credit Agreement.

                  By its signature below, and subject to the acceptance hereof
by the Borrower and each Agent as provided below, the undersigned hereby
becomes a Tranche D Term Loan Lender under the Tranche D Term Loan Agreement,
having the Tranche D Term Loan Commitment set forth below opposite its name.

                  This Lender Addendum shall be governed by, and construed in
accordance with, the law of the State of New York.

                  This Lender Addendum may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.




                                Lender Addendum


<PAGE>   10


                                      -2-


                  IN WITNESS WHEREOF, the parties hereto have caused this
Lender Addendum to be duly executed and delivered by their proper and duly
authorized officers as of this 15th day of March, 2000.



Amount of Tranche D                    ----------------------------------------
  Term Loan Commitment:                  [Name of Tranche D Term Loan Lender]

   $
    ---------------


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



Accepted and agreed:

TORONTO DOMINION (TEXAS), INC., as
  Administrative Agent

By:
   -------------------------------
    Name:
    Title:


THE CHASE MANHATTAN BANK, as
   Collateral Agent

By:
   -------------------------------
    Name:
    Title:



                                Lender Addendum


<PAGE>   11

                                      -3-


NEXTEL FINANCE COMPANY


By:
   -------------------------------
    Name:
    Title:



                                Lender Addendum



<PAGE>   12



                                                                   ANNEX 2

                   [Form of Opinion of Counsel to the Agents]


                                                    [Date]




To the Tranche D Term Loan Lenders
  and the Agents party to the Tranche D
  Term Loan Agreement and
  Credit Agreement referred to below

Ladies and Gentlemen:

                  We have acted as special New York counsel to the
Administrative Agent and Collateral Agent under the Tranche D Term Loan
Agreement dated as of March 15, 2000 (the "Tranche D Term Loan Agreement")
among Nextel Communications, Inc. ("NCI"), Nextel Finance Company (the
"Borrower") and the other Restricted Companies named therein, the Tranche D
Term Loan Lenders party thereto (the "Tranche D Term Loan Lenders"),
Toronto-Dominion (Texas), Inc., as Administrative Agent (the "Administrative
Agent"), and The Chase Manhattan Bank, as Collateral Agent (the "Collateral
Agent"), which Tranche D Term Loan Agreement is being entered into pursuant to
Section 2.01(e) of the Amended and Restated Credit Agreement dated as of
November 9, 1999 (the "Credit Agreement") among NCI, the Borrower and the other
Restricted Companies party thereto, the lenders party thereto and the
Administrative Agent and Collateral Agent. Terms defined in the Tranche D Term
Loan Agreement and Credit Agreement are used herein as defined therein, or in
Annex 1 hereto. This opinion is being delivered pursuant to clause (c) of
Article IV of the Tranche D Term Loan Agreement.

                  In rendering the opinions expressed below, we have examined
the following agreements, instruments and other documents:

                  (a)      the Tranche D Term Loan Agreement; and

                  (b)      the Credit Agreement.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the "Credit Documents".

                  In our examination, we have assumed the authenticity of all
documents




                    Form of Opinion of Counsel to the Agents

<PAGE>   13

                                      -2-

submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. When relevant facts were
not independently established, we have relied upon representations made in or
pursuant to the Credit Documents.

                  In rendering the opinions expressed below, we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

               (i)         such documents have been duly authorized by, have
                           been duly executed and delivered by, and (except to
                           the extent set forth in the opinions below as to the
                           Credit Parties) constitute legal, valid, binding and
                           enforceable obligations of, all of the parties to
                           such documents;

              (ii)         all signatories to such documents have been duly
                           authorized;

             (iii)         all of the parties to such documents are duly
                           organized and validly existing and have the power
                           and authority (corporate or other) to execute,
                           deliver and perform such documents; and

              (iv)         the Tranche D Term Loan Agreement has become
                           effective in accordance with the provisions of
                           Section 5.02 thereof.

                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that each of the Credit Documents
constitutes the legal, valid and binding obligation of each Credit Party party
thereto, enforceable against such Credit Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to or affecting the rights
of creditors generally and except as the enforceability of the Credit Documents
is subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 10.03 of the Credit
         Agreement may be limited by (i) laws rendering unenforceable
         indemnification contrary to Federal or state securities laws and the
         public policy underlying such laws and (ii) laws limiting the
         enforceability of provisions exculpating or exempting a party, or
         requiring indemnification of a party for, liability for its own action
         or inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) Clause (iii) of the second sentence of Section 3.02 of
         the Credit Agreement may not be enforceable to the extent that the
         Guaranteed Obligations (as defined in the Credit Agreement) are
         materially modified.




                    Form of Opinion of Counsel to the Agents


<PAGE>   14

                                      -3-

                  (C) The enforceability of provisions in the Credit Documents
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (D) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of New York) that limit the interest, fees or other charges such
         Lender may impose for the loan or use of money or other credit, (ii)
         the last sentence of Section 2.16(d) of the Credit Agreement, (iii)
         the first sentence of Section 10.09(b) of the Credit Agreement,
         insofar as such sentence relates to the subject matter jurisdiction of
         the United States District Court for the Southern District of New York
         to adjudicate any controversy related to the Loan Documents, (iv) the
         waiver of inconvenient forum set forth in Section 10.09(c) with
         respect to proceedings in the United States District Court for the
         Southern District of New York and (v) Section 3.06 of the Credit
         Agreement.

                  (E) We express no opinion as to the applicability to the
         obligations of any Restricted Company (or the enforceability of such
         obligations) of Section 548 of the United States Bankruptcy Code,
         Article 10 of the New York Debtor and Creditor Law or any other
         provision of law relating to fraudulent conveyances, transfers or
         obligations or of the provisions of the law of the jurisdiction of
         incorporation of any Restricted Company restricting dividends, loans
         or other distributions by a corporation for the benefit of its
         stockholders.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction. We express
no opinion herein as to the applicability to, or effect upon, the transactions
contemplated by the Credit Documents with respect to matters governed by (i)
the Federal Communications Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the FCC or (ii) any PUC which on the date
hereof is entitled to exercise jurisdiction over the Credit Parties.

                  At the request of our client, this opinion is rendered solely
to you in connection with the above matter. This opinion may not be relied upon
by you for any other purpose or relied upon by any other Person (other than
your successors and assigns as Lenders and Persons that acquire participations
in your extensions of credit under the Credit Agreement) without our prior
written consent.

                                     Very truly yours,


RJW/WJM



                    Form of Opinion of Counsel to the Agents