[Letterhead of Morgan, Lewis & Bockius LLP]
November 29, 2000
Oak Associates Funds
101 Federal Street
Boston, Massachusetts 02110
Re: Opinion of Counsel regarding Post-Effective Amendment No. 7 to the
Registration Statement filed on Form N-1a under the
Securities Act of 1933 (File No. 33-42115).
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Ladies and Gentlemen:
We have acted as counsel to Oak Associates Funds, a Massachusetts
business trust (the "Trust"), in connection with the above-referenced
Registration Statement on Form N-1A (as amended, the "Registration Statement")
which relates to the Trust's shares of beneficial interest, par value $.001 per
share (collectively, the "Shares"). This opinion is being delivered to you in
connection with the Trust's filing of Post-Effective Amendment No. 7 to the
Registration Statement (the "Amendment") to be filed with the Securities and
Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the
"1933 Act"). With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Commonwealth of Massachusetts as to the
existence and good standing of the Trust;
(b) copies of the Trust's Agreement and Declaration of Trust and
of all amendments and all supplements thereto (the
"Declaration of Trust");
(c) a certificate executed by Leslie Manna, the Assistant
Secretary of the Trust, certifying as to, and attaching copies
of, the Trust's Declaration of Trust and Amended and Restated
By-Laws (the "By-Laws"), and certain resolutions adopted by
the Board of Trustees of the Trust authorizing the issuance of
the Shares; and
(d) a printer's proof of the Amendment.
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In our capacity as counsel to the Trust, we have examined the
originals, or certified, conformed or reproduced copies, of all records,
agreements, instruments and documents as we have deemed relevant or necessary as
the basis for the opinion hereinafter expressed. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of all original or certified
copies, and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduced copies. As to various questions of
fact relevant to such opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements of public officials and officers or
representatives of the Fund. We have assumed that the Registration Statement, as
filed with the Securities and Exchange Commission, will be in substantially the
form of the printer's proof referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of
the opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration of Trust and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the Commonwealth of Massachusetts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/S/MORGAN, LEWIS & BOCKIUS LLP
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