Law Office
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8115
November 2, 2000
Everest Funds
5711 South 86th Circle
Omaha, Nebraska 68127
Re: LEGAL OPINION - SECURITIES ACT OF 1933
Ladies and Gentlemen:
We have examined the Amended and Restated Agreement and
Declaration of Trust (the "Agreement") of Everest Funds (the "Fund"), a series
business trust organized under the Delaware Business Trust Act, and the By-Laws
of the Fund, all as amended to date, and the various pertinent corporate
proceedings we deem material. We have also examined the Notification of
Registration and the Registration Statement filed on behalf of the Fund under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
and the Securities Act of 1933, as amended (the "Securities Act"), all as
amended to date, as well as other items we deem material to this opinion.
The Fund is authorized by the Agreement to issue an unlimited
number of shares of beneficial interest with no par value and currently issues
shares of the Everest3 Fund series of the Fund. The Agreement also empowers the
Board to designate additional series or classes of shares.
The Fund has filed with the U.S. Securities and Exchange
Commission a registration statement under the Securities Act, which registration
statement is deemed to register an indefinite number of shares of the Fund
pursuant to the provisions of Section 24(f) of the Investment Company Act. You
have also informed us that the shares of the Fund will be sold in accordance
with the Fund's usual method of distributing its registered shares, under which
prospectuses are made available for delivery to offerees and purchasers of such
shares in accordance with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long
as the Fund remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund, when issued for the
consideration set by the Board of Trustees pursuant to the Agreement, will be
legally outstanding, fully-paid, and non-assessable shares, and the holders of
such shares will have all the rights provided for with respect to such holdings
by the Agreement and the laws of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement of the Fund, along with any amendments thereto,
covering the registration of the shares of the Fund under the Securities Act and
the registration statement or notice filings, and amendments thereto, filed in
accordance with the securities laws of the several states in which shares of the
Fund are offered, and we further consent to reference in the registration
statement of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /S/ BRUCE G. LETO
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Bruce G. Leto
