Exhibit (i)
[VEDDER PRICE LETTERHEAD]
November 20, 2000
Cash Equivalent Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 29 to the
Registration Statement on Form N- I A under the Securities Act of 1933 being
filed by Cash Equivalent Fund (the "Fund") in connection with the public
offering from time to time of units of beneficial interest, no par value
("Shares"), in the Money Market Portfolio, Government Securities Portfolio, and
Tax-Exempt Portfolio (each a "Portfolio" and collectively, the "Portfolios").
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated September 27, 1985, the
Written Instrument Amending the Agreement and Declaration of Trust dated August
1, 1988, and the By-Laws of the Fund adopted October 10, 1985, are presently in
full force and effect and have not been amended in any respect and that the
resolutions adopted by the Board of Trustees of the Fund on October 10, 1985 and
July 26, 1988 relating to organizational matters, securities matters and the
issuance of shares are presently in full force and effect and have not been
amended in any respect we advise you and opine that (a) the Fund is a validly
existing voluntary association with transferrable shares under the laws of the
Commonwealth of Massachusetts and is authorized to issue an unlimited number of
Shares in the Portfolios; and (b) presently and upon such further issuance of
the Shares in accordance with the Fund's Amended Agreement and Declaration of
Trust and the receipt by the Fund of a purchase price not less than the net
asset value per Share and when the pertinent provisions of the Securities Act of
1933 and such "blue-sky" and securities laws as may be applicable have been
complied with, and assuming that the Fund continues to validly exist as provided
in (a) above, the Shares are and will be legally issued and outstanding, fully
paid and nonassessable.
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VEDDER PRICE
Cash Equivalent Fund
November 20, 2000
Page 2
The Fund 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 Fund or a
Portfolio. However, the Amended Agreement and Declaration of Trust disclaims
shareholder liability for acts and obligations of the Fund or the Portfolios and
requires that notice of such disclaimer be given in each note, bond, contract,
instrument, certificate share or undertaking made or issued by the Trustees or
officers of the Fund. The Amended Agreement and Declaration of Trust provides
for indemnification out of the property of the Portfolios for all loss and
expense of any shareholder of that Portfolio held personally liable for the
obligations of such Portfolio. Thus, the risk of liability is limited to
circumstances in which a Portfolio would be unable to meet its obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
