Exhibit (i)
LAW OFFICES
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
TELEPHONE: (215) 988-2700
FAX: (215) 988-2757
August 23, 2000
Brazos Insurance Funds
5949 Sherry Lane
Suite 1600
Dallas, Texas 75225
RE: BRAZOS INSURANCE FUNDS/FILE NOS. 333-96439 AND 811-09811
PRE-EFFECTIVE AMENDMENT NO. 2
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Ladies and Gentlemen:
We have acted as counsel to Brazos Insurance Funds, a Delaware business
trust (the "Trust"), in connection with the preparation and filing with the
Securities and Exchange Commission of the Trust's Pre-effective Amendment No. 2
on Form N-1A under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), with a par value $0.0001 per share. The
Board of Trustees of the Trust has the power to create and establish one or more
classes of Shares and to classify or reclassify any unissued Shares with respect
to such classes.
We have reviewed the Trust's Agreement and Declaration of Trust, By-Laws,
consent of its initial trustee and resolutions adopted by Board of Trustees of
the Trust and such other legal and factual matters as we have deemed
appropriate. We have assumed that the Shares have been or will be issued against
payment therefor as described in the Trust's Prospectus.
This opinion is based exclusively on the Delaware Business Trust Act and
the federal law of the United States of America.
Based upon the foregoing, it is our opinion that once the Trust's Board of
Trustees has created and established the Small Cap Growth Portfolio (the
"Portfolio") and the classes of shares representing interests therein, and any
necessary filings are made with the State of Delaware, the Shares of the
Portfolio, when issued as described in the prospectus for this Portfolio, will
be validly issued, fully paid and non-assessable by the Trust, and that the
holders
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of the Shares of the Portfolio will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the general corporation law of the State of Delaware (except
that we express no opinion as to such holders who are also trustees of the
Trust).
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Registration Statement as amended.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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DRINKER BIDDLE & REATH LLP
