AMERIPRIME ADVISORS TRUST
485APOS, EX-99.23.I.I, 2000-10-12
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                                                                   EX-99.23.i.i

J. W. BROWN (1911-1995) BROWN, CUMMINS & BROWN CO., L.P.A.
JAMES R. CUMMINS        ATTORNEYS AND COUNSELORS AT LAW       JOANN M. STRASSER
ROBERT S BROWN          3500 CAREW TOWER                     AARON A. VANDERLAAN
DONALD S. MENDELSOHN    441 VINE STREET                      LAWRENCE A. ZEINNER
LYNNE SKILKEN           Cincinnati, Ohio 45202
AMY G. APPLEGATE        TELEPHONE (513) 381-2121                      OF COUNSEL
KATHRYN KNUE PRZYWARA   TELECOPIER (513) 381-2125                GILBERT BETTMAN
MELANIE S. CORWIN                                                  (1918 - 2000)


                                                     October 12th, 2000


AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092

RE:      AmeriPrime Advisors Trust,  File Nos. 333-85083 and 811-09541

Gentlemen:

         This  letter  is in  response  to  your  request  for  our  opinion  in
connection  with  the  filing  of the  Post-Effective  Amendment  No.  13 to the
Registration Statement of the AmeriPrime Advisers Trust (the "Trust".)

         We have  examined a copy of the Trust's  Agreement and  Declaration  of
Trust,  the Trust's  By-Laws,  the Trust's record of the various  actions by the
Trustees  thereof,  and all such agreements,  certificates of public  officials,
certificates of officers and  representatives  of the Trust and others, and such
other documents,  papers,  statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed.  We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.

         Based  upon  the   foregoing,   we  are  of  the  opinion   that  after
Post-Effective  Amendment  No. 13 is  effective  for  purposes  of  federal  and
applicable  state securities laws, the shares of Chameleon Market Rotation Fund,
Cloud,  Neff Capital  Appreciation  Fund, Enhans Master Investor Fund, Enhans RT
500 Fund, Master High Yield Income Fund,  Monteagle Fixed Income Fund, Monteagle
Large Cap  Fund,  Monteagle  Opportunity  Growth  Fund,  Monteagle  Value  Fund,
MutualMinds.com  Diversified  Growth  Fund,  MutualMinds.com  New Economy  Fund,
MutualMinds.com  Small Cap Growth Fund,  Paragon Strategic Ascent Fund,  Paragon
Dynamic  Fortress  Fund,  StoneRidge  Bond  Fund,  StoneRidge  Equity  Fund  and
StoneRidge  Small Cap Equity Fund,  series of the Trust, if issued in accordance
with the then current Prospectus and Statement of Additional  Information of the
applicable Fund, will be legally issued, fully paid and non-assessable.

         We  herewith  give you our  permission  to file this  opinion  with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
13 to the Registration Statement.

                                             Very truly yours,

                                              /s/

                                             Brown, Cummins & Brown Co., L.P.A.




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