Exhibit 99.B(i)
FORM OF OPINION
Bingham Dana LLP
150 Federal Street
Boston, Massachusetts 02110
____________ _________, 2000
Citizens Funds
230 Commerce Way
Suite 300
Portsmouth, NH 03801
Ladies and Gentlemen:
We have acted as counsel to Citizens Funds, a Massachusetts business
trust (the "Trust"), in connection with Post-Effective Amendments Numbered 49
and ____ to the Trust's Registration Statement filed with the Securities and
Exchange Commission on October 2, 2000 and __________ __, 2000 (collectively,
the "Amendments"), with respect to the establishment of Citizens International
Growth Fund (the "Fund") as a separate series of the Trust.
In connection with this opinion, we have examined the following
described documents:
(a) the Amendments;
(b) a certificate of the Secretary of State of the Commonwealth
of Massachusetts as to the existence of the Trust;
(c) copies, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Trust's Declaration of
Trust and of all amendments thereto on file in the office of
the Secretary of State; and
(d) a certificate executed by the President of the Trust,
certifying as to, and attaching copies of, the Trust's
By-Laws and certain votes of the Trustees of the Trust
authorizing the issuance of shares of the Fund.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever, and
we have assumed, without independent inquiry, the accuracy of the information
set forth in such documents.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
we express no opinion) as applied by courts in such Commonwealth to the extent
such laws may apply to or govern the matters covered by this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is
our opinion that the shares of the Fund, when issued and sold in accordance with
the Amendments and the Trust's Declaration of Trust and By-laws, will be legally
issued, fully paid and non-assessable, except that, as set forth in the
Amendments, shareholders of the Fund may under certain circumstances be held
personally liable for the Trust's obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Amendments.
Very truly yours,
BINGHAM DANA LLP
