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EXHIBIT i(2)
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
September 27, 2000
AIM Funds Group
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Re: AIM Funds Group
Registration Statement on Form N-1A
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Gentlemen:
We have acted as counsel to AIM Funds Group, a business trust
organized under the laws of the State of Delaware (the "Trust") and registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end, series management investment company.
This opinion is given in connection with the filing by the Trust
of Post-Effective Amendment No. 81 to the Registration Statement on Form N-1A
under the Securities Act of 1933, as amended, and Amendment No. 81 to such
Registration Statement under the 1940 Act (collectively, the "Registration
Statement") relating to the registration of an indefinite number of Class A,
Class B and Class C shares of beneficial interest, par value $.001 per share
(the "Shares"), of AIM Explorer Fund (the "Fund").
In connection with our giving this opinion, we have examined
copies of the Trust's Certificate of Trust, Amended and Restated Agreement and
Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of
the Board of Trustees adopted September 22, 2000, and originals or copies,
certified or otherwise identified to our satisfaction, of such other
documents, records and other instruments as we have deemed necessary or
advisable for purposes of this opinion. We have also examined the prospectus
for the Fund, which is included in the Registration Statement, substantially
in the form in which it is to become effective (the "Prospectus"). As to
various questions of fact material to our opinion, we have relied upon
information provided by officers of the Trust.
Based on the foregoing, we are of the opinion that the Shares to
be offered for sale pursuant to the Prospectus are duly authorized and, when
sold, issued and paid for as described in the Prospectus, will be legally
issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the Delaware
Business Trust Act.
Both the Delaware Business Trust Act and the Trust Agreement
provide that shareholders of the Trust shall be entitled to the same
limitation on personal liability as is
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AIM Funds Group
September 27, 2000
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extended under the Delaware General Corporation Law to stockholders of private
corporations for profit. There is a remote possibility, however, that, under
certain circumstances, shareholders of a Delaware business trust may be held
personally liable for that trust's obligations to the extent that the courts of
another state which does not recognize such limited liability were to apply the
laws of such state to a controversy involving such obligations. The Trust
Agreement also provides for indemnification out of property of the Fund for all
loss and expense of any shareholder held personally liable for the obligations
of the Fund. Therefore, the risk of any shareholder incurring financial loss
beyond his investment due to shareholder liability is limited to circumstances
in which the Fund is unable to meet its obligations and the express limitation
of shareholder liabilities is determined not to be effective.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and to the reference to our
firm under the caption "Miscellaneous Information - Legal Matters" in the
Statement of Additional Information for the Fund, which is included in the
Registration Statement.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
