Exhibit 99B.I
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
December 14, 2000
VIA EDGAR
Advisors Series Trust
4455 East Camelback Road, Suite 261E
Phoenix, AZ 85218
ADVISORS SERIES TRUST: CHARTWELL LARGE CAP VALUE FUND
CHARTWELL SMALL CAP VALUE FUND
Ladies and Gentlemen:
We have acted as counsel to Advisors Series Trust, a Delaware business
trust (the "Trust"), in connection with Post-Effective Amendments 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 two series of the Trust: the Chartwell Large Cap Value Fund and the
Chartwell Small Cap Value Fund (each a "Fund," together the "Funds").
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;
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(d) resolutions of the Trustees of the Trust adopted at a meeting on
September 9-10, 1999 authorizing the establishment of the Funds and
the issuance of their Shares.
(e) the Post-Effective Amendments; and
(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 The Delaware Law of Corporations and Business Organizations (Aspen
Law & Business, 2000 Edition) as updated on Westlaw through November 30, 2000.
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
