[SUTHERLAND ASBILL & BRENNAN LLP]
CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP
We consent to the reference to our firm under the heading "Legal Counsel" in the
statement of additional information included in Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A for The Kelmoore Strategy(TM) Variable
Trust (File No. 333-88877). 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
Securities Act of 1933.
SUTHERLAND ASBILL & BRENNAN LLP
By: /s/ Kimberly J. Smith
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Kimberly J. Smith
Washington, D.C.
August 2, 2000
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[SUTHERLAND ASBILL & BRENNAN LLP]
August 3, 2000
KIMBERLY J. SMITH
DIRECT LINE: (202) 383-0314
Internet: [email protected]
Board of Trustees
The Kelmoore Strategy(TM) Variable Trust
2471 East Bayshore Road
Suite 501
Palo Alto, California 94393
Re: The Kelmoore Strategy(TM) Variable Trust
Ladies and Gentlemen:
We have acted as counsel to The Kelmoore Strategy(TM) Variable Trust, a Delaware
business trust (the "Trust"), in connection with Pre-Effective Amendment No. 1
to the Trust's Registration Statement on Form N-1A to be filed with the
Securities and Exchange Commission on August 4, 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 Kelmoore Strategy(TM) Variable
Trust and the Kelmoore Strategy (TM) Variable Eagle 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 September 30, 1999 (the "Trust Instrument"), the
Trust's Certificate of Trust (the "Certificate of Trust") as filed with the
Secretary of State of Delaware on October 4, 1999 and the certificate of good
standing of the Trust issued by the Secretary of State of Delaware on August 2,
2000; (b) resolutions of the Trustees of the Trust adopted at meetings on March
2, 2000 and July 28, 2000, authorizing the establishment of each Fund 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.
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Board of Trustees
August 3, 2000
Page 2
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 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: /s/ Kimberly J. Smith
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Kimberly J. Smith
