PAUL, HASTINGS, JANOFSKY & WALKER LLP
345 California Street, Suite 2900
San Francisco, California 94104
www.phjw.com
(415) 835-1600
June 14, 2000
(415) 835-1600 27217.82243
VIA EDGAR
Advisors Series Trust
4455 East Camelback Road, Suite 261E
Phoenix, AZ 85218
ADVISORS SERIES TRUST: AMERICAN TRUST ALLEGIANCE FUND
Ladies and Gentlemen:
We have acted as counsel to Advisors Series Trust, a Delaware business
trust (the "Trust"), in connection with Post-Effective Amendment No. 65 to the
Trust's Registration Statement filed on Form N-1A with the Securities and
Exchange Commission (the "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 a series of the Trust: the American Trust Allegiance Fund (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 Trust's Certificate of Trust as filed with the Secretary of State
of Delaware on October 3, 1996, certified to us as in effect on the
date hereof;
(b) the Trust's Agreement and Declaration of Trust dated October 3, 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;
(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) resolutions of the Trustees of the Trust adopted at a meeting on
October 6, 1996 authorizing the establishment of the Fund and the
issuance of its Shares.
(e) the Post-Effective Amendment; and
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(f) a certificate of an officer of the Trust concerning certain factual
matters relevant to this opinion.
In rendering our opinion below, we have not conducted an independent
examination of the books and records of the Trust for the purpose of determining
whether all of the Shares were fully paid prior to their issuance and do not
believe it to be our obligation to do so.
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 (the
"Delaware Business Trust Act") and the case law interpreting such Chapter as
reported in Delaware Laws Annotated. We have not undertaken a review of other
Delaware law or of any administrative or court 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 Trust's Prospectus included in the 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 in connection with the Amendment and is
solely for your benefit. 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.
Sincerely yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
