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Exhibit (i)
Opinion and Consent of Ropes & Gray
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November 14, 2000
One Group(R) Mutual Funds
1111 Polaris Parkway
P.O. Box 710211
Columbus, Ohio 43271
Ladies and Gentlemen:
You have informed us that you intend to file a Rule 485(a)
Post-Effective Amendment to your Registration Statement under the Investment
Company Act of 1940, as amended, with the Securities and Exchange Commission
(the "Commission") for the purpose of adding a new series, the One Group Health
Sciences Fund, to the Trust.
We have examined your Amended and Restated Agreement and Declaration of
Trust, as further amended, as on file at the office of the Secretary of The
Commonwealth of Massachusetts. We are familiar with the actions taken by your
Trustees to authorize the issue and sale from time to time of your units of
beneficial interest ("Shares") at not less than the public offering price of
such shares and have assumed that the Shares have been issued and sold in
accordance with such action. We have also examined a copy of your Code of
Regulations and such other documents as we have deemed necessary for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares being
registered have been duly authorized and when sold will be legally issued, fully
paid and non-assessable.
The Trust 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 Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or its Trustees. The Declaration of Trust provides for indemnification out of
the property of the Trust for all loss and expense of any shareholder of the
Trust held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of being a shareholder is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Post-Effective Amendment
No. 54 when filed with the Commission.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
