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EXHIBIT 99-11
[ROPES & GRAY LETTERHEAD APPEARS HERE]
August __, 2000
WM Trust I
1201 Third Avenue, 22nd Floor
Seattle, Washington 98101
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities Act
of 1933, as amended (the "Act"), on Form N-14 and offer and sell shares of
beneficial interest, Classes A and B, without par value, of your Tax-Exempt
Bond Fund, at not less than their respective net asset values (such shares the
"Merger Shares").
We have examined an executed copy of your Amended and Restated Agreement
and Declaration of Trust dated September 19, 1997 (the "Declaration of Trust"),
as amended to date, and certified copies of resolutions adopted by your
trustees to authorize the issue and exchange of Merger Shares for the assets of
the Florida Insured Municipal Fund, a series of WM Trust II. We have further
examined a copy of your By-Laws and such other documents and records as we have
deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that upon receipt of the
authorized consideration therefor in an amount not less than the applicable
net asset value per share, the Merger Shares so issued will be validly issued,
fully paid and nonassessable by the Trust.
WM Trust I (the "Trust") is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations 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 each agreement, obligation or instrument entered into or
executed by the Trust or its trustees. The Declaration of Trust provides for
indemnification out of the property of each series of the Trust (the "Series")
for all loss and expense of any shareholder of the Series held personally
liable solely by reason of his or her being or having been such a shareholder.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Series itself
would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of shares for offering and sale pursuant
to the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-14 relating to such offering and sale.
Very truly yours,
/s/ Ropes & Gray
