EXHIBIT 99.23i
[MORRISON & FOERSTER LLP LETTERHEAD]
October 11, 2000
Nations Annuity Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Beneficial Interest of Nations Annuity Trust
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Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A (SEC File Nos. 333-40265; 811-08481) (the "Registration
Statement") of Nations Annuity Trust (the "Trust") relating to the registration
of an indefinite number of Shares of Beneficial Interest of the Trust's
portfolios (collectively, the "Shares").
We have been requested by the Trust to furnish this opinion as Exhibit
23(i) to the Registration Statement.
We have examined such records, documents, instruments, and certificates
of public officials and of the Trust, made such inquiries of the Trust, and
examined such questions of law as we have deemed necessary for the purpose of
rendering the opinion set forth herein. We have examined documents relating to
the organization of the Trust and the authorization for registration and sale of
Shares of each of the Portfolios. We have assumed the genuineness of all
signatures and the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Trust have been duly and
validly authorized by all appropriate action, and assuming delivery of the
Shares by sale or in accord with the Trust's dividend reinvestment plan in
accordance with the description set forth in the Registration Statement, as
amended, the Shares will be validly issued, fully paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we consent to the use of our name and to the reference to
our firm under the heading "Counsel" in the Statement of Additional Information.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
