THOMPSON COBURN LLP
One Firstar Plaza
St. Louis, MO 63101
December 18, 2000
Threshold Advisor Funds, Inc.
10829 Olive Boulevard
St. Louis, Missouri 63141
Dear Gentlemen/Ladies:
Threshold Advisor Funds, Inc. (the "Fund") was established as a
Maryland corporation under Articles of Incorporation dated June 16, 2000. The
Fund is registering with the Securities and Exchange Commission as an open-end,
diversified management investment company as defined under the Investment
Company Act of 1940, and is comprised of two investment portfolios: Threshold
Small Cap Value Fund and Threshold Mid Cap Fund (collectively, the
"Portfolios"). The Portfolios currently have two classes of common stock, Class
A and Class I. All shares of common stock have a par value of $0.01 per share.
The Fund has filed a Registration Statement on Form N-1A with the Securities and
Exchange Commission to register its shares (the "Shares"). You have requested
our opinion regarding certain matters in connection with the issuance by the
Portfolios of the Shares.
We have, as counsel, participated in various business and other
proceedings relating to the Fund. We have examined the Fund's Articles of
Incorporation, By-laws, minutes of meetings of the Board of Directors, and such
other proceedings, documents and records and considered such questions of law as
we deemed necessary to enable us to render the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Shares
registered may be legally and validly issued in accordance with the Fund's
Articles of Incorporation and By-laws; and, when so issued and paid for in
accordance with the terms of the Fund's Registration Statement, the Shares will
be legally issued, fully paid and non-assessable by the Fund. We express no
opinion as to compliance with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion in connection with the
Pre-Effective Amendment No. 2 to the Fund's Registration Statement on Form N-1A
(SEC File No. 811-10117) to be filed with the Securities and Exchange
Commission.
Sincerely,
/s/ THOMPSON COBURN LLP
