Exhibit (i): Opinion and Consent of Dechert, Counsel
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[LETTERHEAD]
Dechert
Direct Tel: 202.261.3377
[email protected]
December 29, 2000
Opinion and Consent of Counsel
Hillman Capital Management Investment Trust
105 North Washington Street
Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
Ladies and Gentlemen:
This opinion is given in connection with the filing by Hillman Capital
Management Investment Trust, a Delaware business trust ("Trust"), of
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A
("Registration Statement") under the Securities Act of 1933 ("1933 Act") and
Amendment No. 2 under the Investment Company Act of 1940 ("1940 Act"), relating
to an indefinite amount of authorized shares of beneficial interest of the
separate series of the Trust ("Funds"). The authorized shares of beneficial
interest of the Funds are hereinafter referred to as the "Shares."
We have examined the following Trust documents: Trust
Instrument; By-Laws; Registration Statement on Form N-1A filed on August 25,
2000; Pre-Effective Amendment No. 1 to Registration Statement filed on September
5, 2000, pertinent provisions of the laws of the State of Delaware; and such
other corporate records, certificates, documents and statutes that we have
deemed relevant in order to render the opinion expressed herein.
Based on such examination, we are of the opinion that:
1. Hillman Capital Management Investment Trust is a Delaware business
trust duly organized, validly existing, and in good standing under the
laws of the State of Delaware; and
2. The Shares to be offered for sale by Hillman Capital Management
Investment Trust, when issued in the manner contemplated by the
Registration Statement, will be legally issued, fully-paid and
non-assessable.
This letter expresses our opinion as to the Delaware business trust law
governing matters such as the due organization of Hillman Capital Management
Investment Trust and the authorization and issuance of the Shares, but does not
extend to the securities or "Blue Sky" laws of the State of Delaware or to
federal securities or other laws.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to Dechert under the caption "Legal Counsel" in
the Statement of Additional Information, which is incorporated by reference into
the Prospectus comprising a part of the Registration Statement.
Very truly yours,
/s/ DECHERT
DECHERT
