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EXHIBIT i(2)
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 7, 2000
AIM Advisor Funds
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Re: AIM Advisor Funds
Registration Statement on Form N-1A
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Gentlemen:
We have acted as counsel to AIM Advisor Funds, a business
trust organized under the laws of the State of Delaware (the "Trust") and
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, series management investment company.
The Board of Trustees of the Trust has deemed it advisable
for the Trust to acquire all of the assets and assume all of the liabilities of
each of the three series portfolios (each, a "Predecessor Fund") of AIM Advisor
Funds, Inc., a Maryland corporation (the Company"), pursuant to an Agreement
and Plan of Reorganization (the "Reorganization").
Upon consummation of the Reorganization, the Trust will be
the successor issuer to the Company. Pursuant to Rule 414 under the Securities
Act of 1933, as amended (the "1933 Act"), the Trust is adopting the
Registration Statement of the Company as its own for all purposes of the 1933
Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act and is
filing Post-Effective Amendment No. 38 under the 1933 Act and Amendment No. 39
under the 1940 Act to the Company's currently effective Registration Statement
on Form N-1A (collectively, the "Registration Statement"). The Registration
Statement registers an indefinite number of Class A, Class B and Class C shares
of beneficial interest, par value $0.001 per share (the "Shares"), representing
interests in each of the three series portfolios of the Trust (each, a "New
Fund").
In connection with our giving this opinion, we have
examined copies of the Trust's Certificate of Trust, Agreement and Declaration
of Trust, as amended (the "Trust Agreement") and resolutions of the Board of
Trustees adopted December 8, 1999, and originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, records and
other instruments as we have deemed necessary or advisable for purposes of this
opinion. We have also examined the prospectuses for the New Funds, which are
included in the Registration Statement, substantially in the form in which they
are to become effective (the "Prospectuses"). As to various questions of fact
material to our opinion, we have relied upon information provided by officers
of the Trust.
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AIM Advisor Funds
July 7, 2000
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Based on the foregoing and provided that the shareholders
of the Company approve the Reorganization and that the Registration Statement
becomes effective, we are of the opinion that the Shares of each New Fund to be
issued to shareholders of the corresponding Predecessor Fund in the
Reorganization, upon receipt of the consideration set forth in the Agreement
and Plan of Reorganization, will be legally issued, fully paid and
nonassessable. In addition, based on the foregoing, we are of the opinion that
the Shares of each New Fund to be offered for sale from time to time pursuant
to the Prospectuses are duly authorized and, when sold, issued and paid for as
described in the Prospectuses, will be legally issued, fully paid and
nonassessable.
We express no opinion concerning the laws of any
jurisdiction other than the federal law of the United States of America and the
Delaware Business Trust Act.
Both the Delaware Business Trust Act and the Trust
Agreement provide that shareholders of the Trust shall be entitled to the same
limitation on personal liability as is extended under the Delaware General
Corporation Law to stockholders of private corporations for profit. There is a
remote possibility, however, that, under certain circumstances, shareholders of
a Delaware business trust may be held personally liable for that trust's
obligations to the extent that the courts of another state which does not
recognize such limited liability were to apply the laws of such state to a
controversy involving such obligations. The Trust Agreement also provides for
indemnification out of property of a New Fund for all loss and expense of any
shareholder held personally liable for the obligations of the New Fund.
Therefore, the risk of any shareholder incurring financial loss beyond his
investment due to shareholder liability is limited to circumstances in which a
New Fund is unable to meet its obligations and the express limitation of
shareholder liabilities is determined not to be effective.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name and to the reference to
our firm under the caption "Miscellaneous Information - Legal Matters" in the
Statement of Additional Information for the Funds, which is included in the
Registration Statement.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
