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DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
215-988-2700
215-988-2757 FAX
www.dbr.com
May 31, 2000
The Galaxy Fund
4400 Computer Drive
Westborough, MA 01581-5108
RE: THE GALAXY FUND - SHARES OF BENEFICIAL INTEREST
Ladies and Gentlemen:
We have acted as counsel to The Galaxy Fund (the "Trust") in
connection with the preparation and filing with the Securities and Exchange
Commission of Post-Effective Amendments No. 43 and No. 49 collectively, (the
"Amendments") to the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, registering shares of beneficial interest
designated as: (a) Class FF Shares (Shares), representing interests in the
Institutional Money Market Fund; (b) Class GG Shares (Shares), representing
interests in the Institutional Treasury Money Market Fund; (c) Class II Shares
(Shares), representing interests in the Florida Municipal Bond Fund; (d) Class
JJ-Series 1 shares (Trust Shares), Class JJ-Series 2 shares (Retail A Shares)
and Class JJ-Series 3 shares (BKB Shares), each series representing interests in
the Intermediate Tax-Exempt Bond Fund; (e) Class KK-Series 1 shares (Trust
Shares), Class KK-Series 2 shares (Retail A Shares) and Class KK-Series 3 shares
(BKB Shares), each series representing interests in the Connecticut Intermediate
Municipal Bond Fund; (f) Class LL-Series 1 shares (Trust Shares), Class
LL-Series 2 shares (Retail A Shares) and Class LL-Series 3 shares (BKB Shares),
each series representing interests in the Massachusetts Intermediate Municipal
Bond Fund; and (g) Class MM-Series 1 shares (Trust Shares), Class MM-Series 2
shares (Retail A Shares), Class MM-Series 3 shares (BKB Shares) and Class
MM-Series 4 shares (Retail B Shares), each series representing interests in the
Growth Fund II (collectively, the "Shares"). The Amendments seek to register an
indefinite number of the Shares.
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The Galaxy Fund
May 31, 2000
Page 2
We have reviewed the Trust's Declaration of Trust, its Code of
Regulations, resolutions adopted by its Board of Trustees and shareholders and
such other legal and factual matters as we have deemed appropriate.
This opinion is based exclusively on the laws of the Commonwealth of
Massachusetts and the federal laws of the United States of America. We have
relied upon an opinion of Ropes & Gray, special Massachusetts counsel to the
Trust, insofar as our opinion relates to matters arising under the laws of the
Commonwealth of Massachusetts.
Based upon the foregoing, it is our opinion that the Shares, when
issued for payment as described in the Trust's prospectuses relating to the
Shares and for not less than $.001 per Share, will be validly issued, fully paid
and non-assessable by the Trust.
We note that under certain circumstances, the shareholders of a
Massachusetts business trust may be subject to assessment at the instance of
creditors to pay the obligations of such trust in the event that such trust's
assets are insufficient for that purpose. 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 note, bond, contract,
order or other undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust or any class of shares of beneficial interest of the
Trust. The Declaration of Trust provides for indemnification out of the assets
of the particular class of shares for all loss and expense of any shareholder of
that class held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which that class
of shares itself would be unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No 49.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
