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EXHIBIT 23(i)
OPINION OF COUNSEL
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VIA EDGAR
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com
August 25, 2000
CNI Charter Funds
400 North Roxbury Drive
Beverly Hills, CA 90210
Ladies and Gentlemen:
We have acted as counsel to CNI Charter Funds, a Delaware business
trust (the "Trust"), in connection with Post-Effective Amendment No. 15 to the
Trust's Registration Statement filed on Form N-1A with the Securities and
Exchange Commission (the "Post-Effective Amendment") and relating to the
issuance by the Trust of an indefinite number of $0.01 par value shares of
beneficial interest (the "Shares") of the CNI Charter Technology Growth Fund
series of the Trust (the "Fund").
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) the Agreement and Declaration of Trust of the Trust dated
October 25, 1996 (the "Trust Instrument"), certified to us by an
officer of the Trust as being true and complete and in effect on
the date hereof;
(b) the Trust's Certificate of Trust as filed with the Delaware
Secretary of State on October 30, 1996, certified to us by an
officer of the Trust as being true and complete and in effect on
the date hereof;
(c) the Bylaws of the Trust certified to us by an officer of the
Trust as being true and complete and in effect on the date
hereof;
(d) the Post-Effective Amendment;
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CNI Charter Funds
August 25, 2000
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(e) resolutions relating to the designation of the Fund as a series
of the Trust and the issuance of the Shares adopted by the Board
of Trustees of the Trust at a meeting of the Board held on June
8, 2000, certified by an officer of the Trust as being in full
force and effect without amendment or modification; and
(f) a certificate of an officer of the Trust concerning certain
factual matters relevant to this opinion.
Our opinion below is limited to the federal law of the United States
of America and the business trust law of the State of Delaware. We are not
licensed to practice law in the State of Delaware, and we have based our opinion
below solely on our review of Chapter 38 of Title 12 of the Delaware Code and
the case law interpreting such Chapter as reported in the Delaware Code
Annotated (as updated on Lexis on August 23, 2000). We have not undertaken a
review of other Delaware law or court decisions or of any administrative
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
Based on the foregoing and our examination of such questions of law as
we have deemed necessary and appropriate for the purpose of this opinion, and
assuming that (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Fund's Prospectuses respecting the Shares included in the
Post-Effective Amendment and in accordance with the Trust Instrument, (ii) all
consideration for the Shares will be actually received by the Trust, and (iii)
all applicable securities laws will be complied with, then it is our opinion
that, when issued and sold by the Trust, the Shares will be legally issued,
fully paid and nonassessable.
This opinion is rendered to you solely in connection with the
Post-Effective Amendment and is solely for your benefit. We hereby consent to
the use of this opinion in connection with the Post-Effective Amendment. This
opinion may not be relied upon by you for any other purpose or relied upon by
any other person, firm, corporation or other entity for any purpose, without our
prior written consent. We disclaim any obligation to advise you of any
developments in areas covered by this opinion that occur after the date of this
opinion.
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CNI Charter Funds
August 25, 2000
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Sincerely yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
