[Ropes & Gray Letterhead]
July 24, 2000
Putnam Funds Trust
One Post Office Square
Boston, MA 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the Registration
Statement on Form N-1A (the "Registration Statement") filed under the
Securities Act of 1933, as amended, by Putnam Funds Trust (the "Trust") for
the registration of an indefinite number of its shares of beneficial
interest (the "Shares"). The Shares are proposed to be sold pursuant to a
Distributor's Contract dated June 7, 1996 (the "Distributor's Contract")
between the Trust and Putnam Retail Management, Inc. (formerly Putnam
Mutual Funds Corp.)
We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize this issuance of
the Shares. We have examined its records of Trustee and shareholder action,
its Bylaws, and its Agreement and Declaration of Trust on file at the office
of the Secretary of State of The Commonwealth of Massachusetts. We have
examined copies of such Registration Statement, in the form filed with the
Securities and Exchange Commission, and such other documents as we deem
necessary for the purpose of this opinion.
We assume that upon sale of the Shares the Trust will receive the net asset
value thereof.
We are of the opinion that the Shares are currently divided into twelve (12)
separate portfolio series; that the Trust is authorized to issue an unlimited
number of Shares of each of the series listed on Exhibit A hereto; and that
when the Shares are issued and sold pursuant to the Distributor's Contract,
they will be validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of
such disclaimer by given in each agreement, obligation, or instrument
entered into or executed by the Trust or the Trustees. The Agreement and
Declaration of Trust provides for allocation of the assets and liabilities of
the Trust among its portfolio series, and further provides for indemnification
out of the property of a portfolio series for all loss and expense of any
shareholder of the portfolio series held personally liable solely by reason of
his being or having been a shareholder. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the portfolio series itself would be unable to meet
its obligations.
We consent to the filing of this opinion as an exhibit to such Registration
Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
Exhibit A
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Series of Putnam Funds Trust:
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Putnam Growth Fund
Putnam U.S. Core Fund
Putnam Value Fund
Putnam Equity Fund 98
Putnam New Century Growth Fund (formerly Putnam Investment Fund 98)
Putnam International Growth and Income Fund
Putnam Asia Pacific Fund II
Putnam Latin America Fund
Putnam High Yield Trust II
Putnam International Fund 2000
Putnam Technology Fund
Putnam Equity Fund 2000
