[MORRISON & FOERSTER LLP LETTERHEAD]
May 12, 2000
Nations Fund Trust
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Nations Fund Trust Reorganizations
Ladies and Gentlemen:
This opinion is being delivered to you pursuant to Sections 9(e) and
10(g) of that certain Agreement and Plan of Reorganization, dated as of February
1, 2000 (the "Agreement"),1 by Nations Fund Trust, a Massachusetts business
trust (the "Trust"), for itself and on behalf of Nations Managed Value Index
Fund and Nations Managed SmallCap Value Index Fund (each, an "Acquired Fund,"
and, collectively, the "Acquired Funds"), and Nations Managed Index Fund and
Nations Managed SmallCap Index Fund (to be re-named Nations SmallCap Index Fund)
(each, an "Acquiring Fund," and, collectively, the "Acquiring Funds"). Unless
otherwise indicated, capitalized terms not defined herein shall have the
meanings ascribed to them (or defined by reference) in the certificate delivered
to us for purposes of rendering this opinion by the Trust, for itself and on
behalf of the Acquiring Funds and the Acquired Funds (the "Certificate of
Representations").
Pursuant to the Agreement, each Acquiring Fund shall acquire all of the
assets and assume the liabilities of the corresponding Acquired Fund (each
acquisition, the "Reorganization," and, collectively, the "Reorganizations").
The Reorganizations are further described in the combined proxy
statement/prospectus (the "Proxy/Prospectus"), and the appendices thereto, of
the Trust, as filed on Form N-14 with the SEC on or about December 29, 1999
(File No. 333-93797).
We have acted as counsel to the Trust in connection with the
Reorganizations. As such, and for purposes of rendering this opinion, we have
examined and are familiar with the Agreement, the Proxy/Prospectus and such
other presently existing documents,
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1 References contained herein to the "Agreement" include, unless the
context otherwise requires, each document attached as an exhibit or annex
thereto.
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Nations Fund Trust
May 12, 2000
records and matters of law as we have deemed necessary or appropriate in
connection with rendering this opinion. In our examination of documents, we have
assumed the authenticity of original documents, the accuracy of copies, the
genuineness of signatures, and the legal capacity of signatories.
In addition, we have assumed (i) that the Reorganizations will be
consummated in accordance with the provisions of the Agreement and as described
in the Proxy/Prospectus, (ii) the truth and accuracy, as of the date of the
Agreement and the date hereof, of the representations and warranties made by the
parties to the Agreement, (iii) the truth and accuracy of the representations
made to us by the Trust in the Certificate of Representations, and (iv) that any
representation made "to the knowledge" or similarly qualified is correct without
such qualification.
The opinion expressed herein is based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations promulgated thereunder,
rulings and other pronouncements of the Internal Revenue Service (the "IRS")
currently in effect, and judicial decisions, all of which are subject to change,
prospectively or retroactively. No assurance can be given that such changes will
not take place, or that such changes would not affect the conclusion expressed
herein. Furthermore, our opinion represents only our best judgment of how a
court would conclude if presented with the issues addressed herein and is not
binding upon either the IRS or any court. Thus, no assurance can be given that a
position taken in reliance on our opinion will not be challenged by the IRS or
sustained by a court.
Our opinion relates solely to the tax consequences of the
Reorganizations under the federal income tax laws of the United States, and we
express no opinion (and no opinion should be inferred) regarding the tax
consequences of the Reorganizations under the laws of any other jurisdiction.
This opinion addresses only the specific issues set forth below, and does not
address any other tax consequences that may result from the Reorganizations or
any other transaction (including any transaction undertaken in connection with
the Reorganizations).
No opinion is expressed as to any transaction other than the
Reorganizations as described in the Agreement or as to any transaction
whatsoever, including the Reorganizations, if all of the transactions described
in the Agreement are not consummated in accordance with the terms of the
Agreement and without waiver or breach of any material provision thereof, or if
all the representation, warranties, statements and assumptions upon which we
rely are not true and accurate at all relevant times. In the event any one of
the statements, representations, warranties or assumptions upon which we rely to
issue this opinion is incorrect, our opinion might be adversely affected and may
not be relied upon. We have not independently investigated or verified the
validity of any representations made in connection with the
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Nations Fund Trust
May 12, 2000
Reorganizations upon which we have relied in rendering this opinion. We also
note that the tax consequences addressed herein may depend upon the actual
occurrence of events in the future, which events may or may not be consistent
with such representations. To the extent the facts differ from those relied on
and assumed herein, our opinion should not be relied upon.
This opinion may not be applicable to certain classes of Acquired Fund
shareholders, including securities dealers and foreign persons.
Based upon and subject to the foregoing, we are of the opinion that
each Reorganization will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and each Acquiring Fund and the corresponding
Acquired Fund will be a "party to a reorganization," within the meaning of
Section 368(b) of the Code, in respect of the Reorganization.
This opinion is intended solely for your benefit and for the benefit of
the Acquiring Funds, the Acquired Funds and their respective shareholders; it
may not be relied upon for any other purpose or by any other person or entity,
and may not be made available to any other person or entity without our prior
written consent.
Very truly yours,
/s/ Morrison & Foerster LLP
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Nations Fund Trust
May 12, 2000
Partners: Stephen L. Feldman
Michael S. Powlen
Preparer: Raj Tanden
