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BELL, BOYD & LLOYD LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372-1121
Fax 312 372-2098
December 11, 2000
Liberty Floating Rate Fund
One Financial Center
Boston, MA 02111
Ladies and Gentlemen:
Liberty Floating Rate Fund
We have represented Liberty Floating Rate Fund (the "Fund") in connection with
the registration of an additional 55,000,000 shares of beneficial interest (the
"Shares") of the Fund under the Securities Act of 1933. In this connection we
have examined originals, or copies certified or otherwise identified to our
satisfaction, of such documents, corporate and other records, certificates and
other papers as we deemed it necessary to examine for the purpose of this
opinion, including the agreement and declaration of trust (the "Trust
Agreement") and by-laws of the Fund, actions of the board of trustees of the
Fund authorizing the issuance of Shares. For purposes of this opinion we have
assumed that, upon sale of the Shares, the Fund will receive the authorized
consideration therefor, which will at least equal the net asset value of the
Shares.
Based upon the foregoing, we are of the opinion that the Fund is authorized to
issue 20,000,000 Shares of Class A, 15,000,000 Shares of Class B and 20,000,000
Shares of Class C, and that, when the Shares are issued and sold and the
authorized consideration therefor is received by the Fund, they will be validly
issued, fully paid and nonassessable by the Fund.
The Fund is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Trust Agreement disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
every note, bond, contract, instrument, certificate or other undertaking issued
by or on behalf of the Fund. The Trust Agreement provides for indemnification
for all loss and expense of any shareholder of the Fund held personally liable
for obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund would be unable to meet its obligations.
In rendering the foregoing opinion, we have relied upon the opinion of Ropes &
Gray expressed in their letter to us dated December 11, 2000.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
