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BELL, BOYD & LLOYD LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602
312 372-1121
Fax: 312 372-2098
December 15, 2000
State Farm Mutual Fund Trust
One State Farm Plaza
Bloomington, MN 61710-0001
Ladies and Gentlemen:
We have acted as counsel for State Farm Mutual Fund Trust (the "Trust"), a
business trust organized under the laws of the State of Delaware, in connection
with the registration under the Securities Act of 1933 (the "Act") of an
indefinite number of shares of beneficial interest, all without par value (the
"shares"), pursuant to the Trust's registration statement, no. 333-42004 on Form
N-1A (the "registration statement"). In this connection, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate and other records, certificates and other papers as we
deemed it necessary to examine for the purpose of this opinion, including the
certificate of trust, declaration of trust and bylaws of the Trust, resolutions
of the board of trustees authorizing the issuance of the shares, and the
registration statement. For purposes of this opinion we have assumed that,
upon sale of the shares, the Trust will recieve the authorized consideration
therefor, which will at least equal the net asset value of the shares.
Based upon the foregoing examination, we are of the opinion that the
shares, when issued and sold in the manner described in the registration
statement, will be legally issued, fully paid and nonassessable by the Trust.
In giving this opinion we have relied upon the opinion of Sutherland,
Asbill & Brennan LLP, special Delaware counsel to the Trust, dated December 14,
2000, and have assumed that the number of shares issued at any time will not
exceed the total number of shares authorized to be issued by the Trust's
declaration of trust.
The Trust is an entity of the type commonly known as a "Delaware
business trust." Under Delaware law, shareholders could, under certain
circumstances, be held personally liable for the oblighations of the Trust.
However, the declaration of trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be
given in every note, bond, contrat, instrument, certificate or other
undertaking issued by or on behalf of the Trust. The declaration of trust
provides for indemnification for all loss and expense of any sharehlder of
the Trust held personally liable for obligations of the Trust. Thus the risk
of a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust would be unable to meet its
obligations.
We consent to the filing of this opinion as an exhibit to the registration
statement. In giving this consent we do not admit that we are in the category of
persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
