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EXHIBIT 99(i)
DECHERT PRICE & RHOADS
1775 Eye Street, N.W.
Washington, DC 20006
(202) 261-3300
August 1, 2000
Trainer Wortham Funds
845 Third Avenue
New York, New York 10022
Re: Trainer Wortham Funds - The Froley, Revy Funds
Dear Sirs:
We have acted as counsel for the Trainer Wortham Funds
("Registrant") and three of its newly organized investment series, the Froley,
Revy Convertible Securities Fund, theFroley, Revy Investment Grade Convertible
Securities Fund, the Fund, and the Froley, Revy Investment Grade Convertible
Bond Fund ("Funds"), and are familiar with Registrant's registration statement
with respect to the Funds under the Investment Company Act of 1940, as amended,
and with the registration statement relating to its shares under the Securities
Act of 1933, as amended (collectively, "Registration Statement"). Registrant is
organized as a business trust under the laws of Delaware.
We have examined Registrant's Declaration of Trust and other
materials relating to the authorization and issuance of shares of beneficial
interest of Registrant, Post-Effective Amendment No. 77 to the Registration
Statement and such other documents and matters as we have deemed necessary to
enable us to give this opinion.
Based upon the foregoing, we are of the opinion that each
Fund's shares proposed to be sold pursuant to Post-Effective Amendment No. 77 to
the Registration Statement, will have been validly authorized and, when sold in
accordance with the terms of such Amendment and the requirements of applicable
federal and state law and delivered by Registrant against receipt of the net
asset value of the shares of the Funds, as described in Post-Effective Amendment
No. 77 to the Registration Statement, will have been legally and validly issued
and will be fully paid and non-assessable by Registrant.
We hereby consent to the filing of this opinion as an exhibit
to Post-Effective Amendment No. 77 to the Registration Statement, to be filed
with the Securities and Exchange Commission in connection with the continuous
offering of the Funds' shares of beneficial interest, as indicated above, and to
references to our firm, as counsel to Registrant, in the Funds' prospectus and
Statement of Additional Information to be dated as of the effective date of
Post-Effective Amendment No. 77 to the Registration Statement and in any revised
or amended versions thereof, until such time as we revoke such consent.
Very truly yours,
/s/ Dechert Price & Rhoads
