Law Offices of Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone: (415) 835-1600
Facsimile: (415) 217-5333
Internet: WWW.PHJW.COM
September 29, 2000
Kit Cole Investment Trust
851 Irwin Street
San Rafael, California 94901
Re: KIT COLE STRATEGIC GROWTH FUND
Ladies and Gentlemen:
We have acted as counsel to Kit Cole Investment Trust, a Delaware
business trust (the "Trust"), in connection with the filing of the Trust's
Registration Statement (the "Registration Statement") and Pre-Effective
Amendments (the "Pre-Effective Amendments") to the Registration Statement filed
on Form N-1A with the Securities and Exchange Commission, relating to the
issuance by the Trust of an indefinite number of no par value shares of
beneficial interest (the "Shares") by the Kit Cole Strategic Growth Fund (the
"Fund"), a series of the Trust.
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 natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) a copy of the Trust's Certificate of Trust (as filed with the
Secretary of State of the State of Delaware (the "Delaware
Secretary of State") on March 28, 2000) (the "Certificate of
Trust") certified by the Delaware Secretary of State;
(b) a copy of the Trust's Agreement and Declaration of Trust,
dated March 31, 2000 (the "Declaration of Trust"), certified
to us by an officer of the Trust as being a true and correct
copy of the Declaration of Trust as in effect on the date
hereof;
(c) a copy of the By-Laws of the Trust, certified to us by an
officer of the Trust as being a true and correct copy of the
By-Laws as in effect on the date hereof;
(d) copies of resolutions of the Trustees of the Trust adopted at
the organizational meeting of the Trust on June 29, 2000,
authorizing the establishment of the Fund and the issuance of
Shares, certified to us by an officer of the Trust as being
true and correct copies thereof;
(e) a copy of the Registration Statement as filed with the
Securities and Exchange Commission on Form N-1A and the
Pre-Effective Amendments filed thereto; and
(f) a certificate of an officer of the Trust concerning certain
factual matters relevant to this opinion.
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 Title 12, Chapter 38 of the Delaware Code and the case
law interpreting such Chapter as reported in The Delaware Law of Corporations
and Business Organizations Statutory Handbook (Aspen Law & Business, 1999
Edition) as updated on Westlaw through September 25, 2000. We have not
undertaken a review of other Delaware law or of any administrative or court
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
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 Fund's Prospectus, included in the Fund's Registration
Statement and the Pre-Effective Amendments, and in accordance with the
Declaration of Trust, (ii) all consideration for the Shares will be actually
received by the Trust, and (iii) all applicable securities laws will be complied
with; then 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 solely in connection with the
Registration Statement and the Pre-Effective Amendments for the Trust's Shares
as filed on Form N-1A and is solely for your benefit. We hereby consent to the
Trust's filing of this opinion as an exhibit to the Trust's Registration
Statement and the Pre-Effective Amendments filed thereto. This opinion may not
be relied upon by you for any other purpose. Nor may any other person, firm,
corporation or other entity rely on this opinion without our prior written
consent. We disclaim any obligation to advise you of any developments in areas
covered by this opinion that occur after the date of this opinion.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
