CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
414/297-5660
EMAIL ADDRESS CLIENT/MATTER NUMBER
[email protected] 047293/0101
June 9, 2000
The Arbitrage Funds
350 Park Avenue
New York, NY 10022
Gentlemen:
We have acted as counsel for you in connection with the
preparation of an amendment to your Registration Statement on Form N-1A relating
to the sale by you of an indefinite amount of The Arbitrage Funds shares of
beneficial interest (such shares of beneficial interest being hereinafter
referred to as the "Shares"), in the manner set forth in the Amended
Registration Statement to which reference is made. In this connection we have
examined: (a) the Amended Registration statement on Form N-1A; (b) your
Declaration of Trust and By-Laws, as amended to date; (c) trustee proceedings
relative to the authorization for issuance of the Shares; and (d) such other
proceedings, document and records as we have deemed necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that the
shares of Stock when sold as contemplated in the Amended Registration Statement
will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Form N-1A Registration Statement. In giving this consent, we do not admit
that we are experts within the meaning of Section 11 of the Securities Act of
1933, as amended, or within the category of persons whose consent is required by
Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
