[MORRISON & FOERSTER LLP LETTERHEAD]
SAN FRANCISCO ATTORNEYS AT LAW NEW YORK
LOS ANGELES BUENOS AIRES
PALO ALTO 2000 PENNSYLVANIA AVENUE, NW LONDON
WALNUT CREEK WASHINGTON, D.C. 20006-1888 BRUSSELS
SACRAMENTO TELEPHONE (202) 887-1500 BEIJING
ORANGE COUNTY TELEFACSIMILE (202) 887-0763 HONG KONG
SAN DIEGO SINGAPORE
DENVER TOKYO
January 12, 2001
Nations Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Beneficial Interest of
Nations Funds Trust
-------------------
Dear Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A (SEC File Nos. 333-89661; 811-09645) (the "Registration
Statement") of Nations Funds Trust (the "Trust") relating to the registration of
an indefinite number of Shares of Beneficial Interest of the Trust's Funds
(collectively, the "Shares").
We have been requested by the Trust to furnish this opinion as Exhibit
99.23i(1) to the Registration Statement.
We have examined such records, documents, instruments, and certificates
of public officials and of the Trust, made such inquiries of the Trust, and
examined such questions of law as we have deemed necessary for the purpose of
rendering the opinion set forth herein. We have examined documents relating to
the organization of the Trust and the authorization for registration and sale of
Shares of each of the Funds. We have assumed the genuineness of all signatures
and the authenticity of all items submitted to us as originals and the
conformity with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Trust have been duly and
validly authorized by all appropriate action, and assuming delivery of the
Shares by sale or in accord with the Funds' dividend reinvestment plan in
accordance with the description set forth in the Registration Statement, as
amended, the Shares will be validly issued, fully paid and nonassessable.
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[MORRISON & FOERSTER LLP LETTERHEAD]
January 12, 2001
Page Two
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we consent to the use of our name and to the reference to
our Firm under the heading "Counsel" in the Statement of Additional Information.
Very truly yours,
MORRISON & FOERSTER LLP
