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Law Offices of Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone: (415) 835-1600
Facsimile: (415) 217-5333
Internet: www.phjw.com
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July 21, 2000
(415) 835-1600 29026.90234
SA Funds - Investment Trust
1190 Saratoga Avenue, Suite 200
San Jose, California 95129
Re: SA U.S. Large Cap Growth Strategy Fund and SA U.S. Large Cap
Value Strategy Fund
Ladies and Gentlemen:
We have acted as counsel to SA Funds - Investment Trust, a Delaware
business trust (the "Trust"), in connection with the filing of the Trust's
Registration Statement (the "Registration Statement") and Post-Effective
Amendments to the Registration Statement filed on Form N-1A with the Securities
and Exchange Commission (the "Post-Effective Amendments"), relating to the
issuance by the Trust of an indefinite number of $0.01 par value shares of
beneficial interest (the "Shares") by the following series of the Trust: SA U.S.
Large Cap Growth Strategy Fund and SA U.S. Large Cap Value Strategy Fund (each a
"Fund" and, together, the "Funds").
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 natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) the Trust's Certificate of Trust, (as filed with the Delaware
Secretary of State on June 17, 1998), as amended on June 7,
1999 (as filed with Delaware Secretary of State on June 22,
1999) (as so amended, the "Certificate of Trust") certified to
us by an officer of the Trust as being in effect on the date
hereof;
(b) the Trust's Agreement and Declaration of Trust dated June 16,
1998, as amended on June 7, 1999 (as filed with the Delaware
Secretary of Trust on June 22, 1999) (as so amended, the
"Declaration of Trust"), certified to us by an officer of the
Trust as being true and complete and in effect on the date
hereof;
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SA Funds Trust
July 21, 2000
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(c) the By-Laws of the Trust, certified to us by an officer of the
Trust as being true and complete and in effect on the date
hereof;
(d) resolutions of the Trustees of the Trust adopted at various
meetings of the Trust, authorizing the establishment of the
Funds and the issuance of Shares of the Funds, certified to us
by an officer of the Trust as being true and complete and in
effect on the date hereof;
(e) the Registration Statement filed with the Securities and
Exchange Commission on Form N-1A and the Post-Effective
Amendments filed thereto; and
(f) a certificate of an officer of the Trust concerning certain
factual matters relevant to this opinion.
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 Title 12, Chapter 38 of the Delaware Code and the case
law interpreting such Chapter as reported in The Delaware Law of Corporations
and Business Organizations Statutory Handbook (Aspen Law & Business, 1999
Edition) as updated on Westlaw through July 21, 2000. We have not undertaken a
review of other Delaware law or of any administrative or court decisions in
connection with rendering this opinion. We disclaim any opinion as to any law
other than that of the United States of America and the business trust law of
the State of Delaware as described above, and we disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental authority.
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 in accordance with
statements in the Funds' Prospectus, included in the Funds' Registration
Statement and the Post-Effective Amendments, and in accordance with the
Declaration of Trust, (ii) all consideration for the Shares will be actually
received by the Trust, and (iii) all applicable securities laws will be complied
with; then 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 solely in connection with the
Registration Statement and the Post-Effective Amendments for the Trust's shares
as filed on Form N-1A and is solely for
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SA Funds Trust
July 21, 2000
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your benefit. We hereby consent to the Trust's filing of this opinion as an
exhibit to the Trust's Registration Statement and the Post-Effective Amendments
filed thereto. This opinion may not be relied upon by you for any other purpose.
Nor may any other person, firm, corporation or other entity rely on this opinion
without our prior written consent. We disclaim any obligation to advise you of
any developments in areas covered by this opinion that occur after the date of
this opinion.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
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