Rule 24f-2 Notice
Colonial Trust I
File #2-41251
(i) The fiscal year for which the notice is filed 12-31-94
(ii) Registered shares of beneficial interest, other than
pursuant to Rule 24f-2, remaining unsold at
beginning of fiscal year 0
(iii) Shares of beneficial interest registered, other than
pursuant to Rule 24f-2, during the fiscal year 0
(iv) Shares of beneficial interest sold during fiscal year 96,615,735
(v) Shares of beneficial interest sold during fiscal year
in reliance upon registration pursuant to Rule 24f-2 96,615,735
Notice
CALCULATION OF FEE
Pursuant to Rule 24f-2
Actual aggregate sale price of 96,615,735 shares sold
during the fiscal year ended 12-31-94 $672,307,335
Reduced by
the actual aggregate redemption or repurchase price of
65,947,830 shares redeemed or repurchased during such
fiscal year 12-31-94 $443,380,514
Balance $228,926,821
1/29 of 1% of $228,926,821 = $78,940.28
Registration fee = $78,940.28
COLONIAL TRUST I
_________________________________________
Michael H. Koonce
Assistant Secretary
February 24, 1995
February 24, 1995
Colonial Trust I
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
We understand that Colonial Trust I (the "Trust") is about to file a
Rule 24f-2 Notice (the "Notice") with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 24f-2 (the "Rule") under the Investment
Company Act of 1940, as amended, making definite the registration of
96,615,734.849 shares of beneficial interest (the "Shares") of the Trust sold
in reliance upon the Rule during the Trust's fiscal year ended
December 31, 1994.
We have acted as counsel for the Trust since its organization and are
familiar with the action taken by its board of trustees to authorize the
issuance of the Shares. We have examined records of meetings of its board of
trustees and shareholders, its By-Laws and its Agreement and Declaration of
Trust and amendments thereto on file at the office of the Secretary of the
Commonwealth of Massachusetts. We have also examined such other documents
as we deem necessary for the purpose of this opinion.
We assume that appropriate action has been taken to register or
qualify the sale of the Shares under any applicable state and federal laws
regulating offerings and sales of securities and that the Notice will be
timely filed. We also assume that the Trust or its authorized agent received
the authorized payment for the Shares in accordance with the terms described
in the Trust's Registration Statement (File No. 811-2214) under the Securities
Act of 1933.
Based upon the foregoing, we are of the opinion that the Shares were
validly issued, fully paid and nonassessable.
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 Agreement and 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 the Trustees. The Agreement and Declaration
of Trust provides for indemnification out of the Trust property for all loss
and expense of any shareholder held personally liable for the obligations of
the Trust. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the
Trust itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when
filed with the Commission.
Very truly yours,
Ropes & Gray
