October 16, 2000
The PBHG Funds, Inc.
P. O. Box 219534
Kansas City, Missouri 64121-9534
Re: Combination of PBHG International Fund and PBHG
Global Technology & Communications Fund, Portfolios
of The PBHG Funds, Inc.
Ladies and Gentlemen:
We have acted as counsel to The PBHG Funds, Inc., a Maryland
corporation (the "Company"), in connection with that certain Plan of
Reorganization (the "Plan") between the Company, acting on behalf of PBHG Global
Technology & Communications Fund ("GTC Fund"), an investment portfolio of the
Company, and PBHG International Fund ("International Fund") also an investment
portfolio of the Company, and the consummation of the transactions contemplated
therein.
The Plan provides for the combination of International Fund
with GTC Fund (the AReorganization@). Pursuant to the Plan, all of the assets of
International Fund will be transferred to GTC Fund, GTC Fund will assume all of
the liabilities of International Fund and the Company will issue shares of GTC
Fund to International Fund's shareholders. The value of each International Fund
shareholder's account with GTC Fund immediately after the Reorganization will be
the same as the value of such shareholder=s account with the International Fund
immediately prior to the Reorganization.
The opinion expressed below is based on the assumption that a
Registration Statement on Form N-14 with respect to the shares of GTC Fund to be
issued pursuant to the Plan (the "GTC Fund Shares")will have been filed by the
Company with the Securities and Exchange Commission and will have become
effective before the Reorganization occurs.
Based on the foregoing, we are of the opinion that the GTC
Fund Shares, when issued by the Company directly to the shareholders of
International Fund in accordance with the terms and conditions of the Plan, will
be legally issued, fully paid and nonassessable.
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The PBHG Funds, Inc.
October 16, 2000
Page 2
We express no opinion concerning the laws of any jurisdiction
other than the federal laws of the United States of America and the laws of the
State of Maryland.
We consent to the filing of this opinion as Exhibit 11 to the
Company's Registration Statement on Form N-14 and to the references to this firm
in such Registration Statement.
Very truly yours,
