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EXHIBIT (i)
[DRINKER BIDDLE & REATH LLP LETTERHEAD]
September 27, 2000
Westcore Trust
370 Seventeenth Street
Suite 3100
Denver, CO 80202
Re: Westcore Trust - Shares of Beneficial Interest
Gentlemen:
We have acted as counsel for Westcore Trust, a Massachusetts
business trust (the "Trust"), in connection with the registration of its shares
of beneficial interest, without par value, under the Securities Act of 1933, as
amended.
The Trust is authorized to issue an unlimited number of shares
of beneficial interest. The Board of Trustees of the Trust has the power to
classify and reclassify any unissued shares of beneficial interest into one or
more classes of shares and to classify or reclassify any class of shares into
one or more series of shares. Pursuant to such authority, the Board of Trustees
has previously classified an unlimited number of the Trust's shares of
beneficial interest into classes designated as Classes B-1, G-1, H-1, I-1, J-1,
S, X-1, Z, AA, BB, CC, DD, EE and FF (the "Classes") and may classify each Class
into one or more series of shares (the "Series"). At present, each Class has one
authorized Series. The Classes and Series are referred to herein as the
"Shares", except that with respect to Class Z, "Shares" refers only to Shares of
that Class which have been registered pursuant to the Trust's Registration
Statement and amendments thereto under the Securities Act of 1933. You have
asked for our opinion on certain matters relating to the Shares. The Board of
Trustees has previously authorized the issuance of the Shares to the public.
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We have reviewed the Trust's Declaration of Trust, as amended,
its Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have considered
necessary.
This opinion is based exclusively on the laws of the
Commonwealth of Massachusetts and the federal law of the United States of
America. We have relied on an opinion of Ropes & Gray, special Massachusetts
counsel to the Trust, insofar as our opinion below relates to matters arising
under the laws of the Commonwealth of Massachusetts.
We have also assumed the following for this opinion:
1. The Shares have been, and will continue to be, issued in
accordance with the Trust's Restated Declaration of Trust, as amended, and Code
of Regulations and resolutions of the Trust's Board of Trustees and shareholders
relating to the creation, authorization and issuance of the Shares.
2. The Shares have been, or will be, issued against
consideration therefor as described in the Trust's prospectuses relating
thereto, and that such consideration was, or will be, per share in each case at
least equal to the applicable net asset value.
On the basis of the foregoing, it is our opinion that the
Shares have been or will be validly issued, fully paid, and non-assessable by
the Trust.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally liable for
the obligations of the trust. However, the Declaration of Trust, as amended,
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each note, bond, contract,
order or other undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust or any class of shares of beneficial interest of the
Trust. The Restated Declaration of Trust, as amended, provides for
indemnification out of the assets of the particular class of shares for all loss
and expense of any shareholder of that class held personally liable solely by
reason of his being or having been a shareholder. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which that class of shares itself would be unable to
meet its obligations.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment
No. 52 to the Trust's Registration Statement on Form N-1A.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
