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EXHIBIT (i)
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Fax: (617) 951-7050
December 15, 2000
LMCG Funds
60 State Street, Suite 1300
Boston, MA 02109
Dear Sirs:
In connection with the registration under the Securities Act of 1933
of an indefinite number of shares of beneficial interest of LMCG Small Cap
Growth Fund, LMCG Mid Cap Growth Fund, LMCG Small Cap Tax-Sensitive Fund,
LMCG Internet Fund, and LMCG Technology Fund (each a "Fund") of LMCG Funds
(the "Trust"), we have examined such matters as we have deemed necessary, and
we are of the opinion that:
i. The Trust is an unincorporated voluntary association with
transferable shares existing under and by virtue of the laws
of the Commonwealth of Massachusetts (commonly known as a
Massachusetts business trust).
ii. The authorized capital of the Trust consists of an unlimited
number of shares of beneficial interest of each Fund, no par
value (the "Shares"); and
iii. Assuming that the Trust or its agent receives consideration
for such Shares in accordance with the provisions of its
Agreement and Declaration of Trust, the Shares will be legally
and validly issued, will be fully paid, and will be
non-assessable by the Trust.
We point out that under Massachusetts law, shareholders of a
"Massachusetts business trust" could, under certain circumstances, be held
personally liable for the obligations of the trust. However, the Declaration
of Trust of the Trust disclaims shareholder liability for acts or obligations
of the Trust on behalf of the Funds and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into
or executed by the Trust. The Declaration of Trust provides for
indemnification out of the property of the relevant Fund for all loss and
expense of any shareholder of that Fund held personally liable for the
obligations of the Trust solely by reason of his being or having been a
shareholder of the Trust. Thus, the risk of a shareholder's incurring
financial loss on account of such shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
We hereby consent to the use of this opinion as an exhibit to the
Trust's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission (File No. 333-44120) for the registration under the
Securities Act of 1933 of an indefinite number of the Trust's Shares, and to
the use of our name in the prospectus and statement of additional information
contained therein, and any amendments thereto.
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We express no opinion as to the laws of any jurisdiction other than
The Commonwealth of Massachusetts and the United States of America. Further,
we express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
