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August 31, 2000
KIMBERLY J. SMITH
DIRECT LINE: (202) 383-0314
Internet: [email protected]
Board of Trustees
Sage Life Investment Trust
300 Atlantic Street, 3rd Floor
Stamford, CT 06901
Re: Sage Life Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Sage Life Investment Trust, a Delaware business
trust (the "Trust"), in connection with Post-Effective Amendment No. 5 to the
Trust's Registration Statement on Form N-1A to be filed with the Securities and
Exchange Commission on August 31, 2000 (the "Amendment"), and relating to the
issuance by the Trust of an indefinite number of shares of beneficial interest
(the "Shares") in each of the NASDAQ-100 Index Fund and the All-Cap Growth Fund
(each, a "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 all natural persons, and the conformity
to the originals of all records, documents, and instruments submitted to us as
copies. We have based our opinion on the following: (a) the Trust's Agreement
and Declaration of Trust dated January 9, 1998 (the "Trust Instrument") as filed
with the Secretary of State of Delaware on January 9, 1998 and the certificate
of good standing of the Trust we understand was issued by the Secretary of State
of Delaware on August 31, 2000; (b) resolutions of the Trustees of the Trust
adopted at meetings on June 15, 2000, authorizing the establishment of such
Funds and the issuance of the Shares; and (c) the Amendment. 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 Delaware Code Annotated. We have not undertaken a review
of other Delaware law or of any administrative decisions or other court
decisions in connection with rendering this opinion.
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
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Board of Trustees
August 31, 2000
Page 2
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, 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.
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. This opinion is rendered on the date hereof and we
have no continuing obligation hereunder to inform you of changes of law or fact
subsequent to the date hereof or facts of which we have become aware after the
date hereof. We hereby consent to the filing of this opinion as an exhibit to
Amendment.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By: __________________________
Kimberly J. Smith
