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Exhibit (i)
DRINKER BIDDLE & REATH LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
fax: (215) 988-2757
October 30, 2000
Governor Funds
3435 Stelzer Road
Columbus, OH 43219
RE: POST-EFFECTIVE AMENDMENT NO. 3 ON FORM N-1A
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Ladies and Gentlemen:
We have acted as counsel to Governor Funds, a Delaware business trust
(the "Trust"), in connection with the preparation and filing with the Securities
and Exchange Commission of the Trust's Post-Effective Amendment No. 3 to its
Registration Statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"), and the Investment Company Act of 1940, as amended.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest of the Prime Money Market, U.S. Treasury Obligations Money
Market, Established Growth, Aggressive Growth, International Equity,
Intermediate Term Income, Limited Duration Government Securities, Pennsylvania
Municipal Bond, Lifestyle Conservative Growth, Lifestyle Moderate Growth and
Lifestyle Growth Funds (the "Funds"), with a par value $0.0001 per share (the
"Shares").
We have reviewed the Trust's Agreement and Declaration of Trust,
By-Laws, consent of its initial trustee and resolutions adopted by Board of
Trustees of the Trust and such other legal and factual matters as we have deemed
appropriate. We have assumed that the Shares have been or will be issued against
payment therefor as described in the Trust's Registration Statement on Form N-1A
under the 1933 Act.
This opinion is based exclusively on the Delaware Business Trust Act
and the federal law of the United States of America.
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Based upon the foregoing, it is our opinion that the Shares of the
Funds, when issued as described in the Registration Statement for these Funds,
will be validly issued, fully paid and non-assessable by the Trust in accordance
with the Agreement and Declaration of Trust and By-laws of the Trust and
resolutions of the Board, and that the holders of the Shares of the Funds will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the general
corporation law of the State of Delaware (except that we express no opinion as
to such holders who are also trustees of the Trust).
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Post-Effective Amendment No. 3 with the Securities and Exchange
Commission.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
