Letterhead of Morris, Nichols, Arsht & Tunnell
May 30, 2000
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
Re: The Victory Portfolios
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Ladies and Gentlemen:
We have acted as special Delaware counsel to The Victory Portfolios,
a Delaware business trust (the "Trust"), in connection with certain matters of
Delaware law relating to the formation of the Trust and the issuance of Shares
in the Trust. Capitalized terms used herein and not otherwise herein defined are
used as defined in the Amended and Restated Trust Instrument of the Trust dated
as of March 27, 2000 (the "Governing Instrument").
In rendering this opinion, we have examined and relied on copies of
the following documents, each in the form provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of the State
of Delaware (the "State Office") on December 21, 1995 (the "Certificate"); the
Governing Instrument; the Trust Instrument of the Trust dated December 6, 1995,
as amended on February 19, 1997 and October 23, 1997 (as originally adopted and
as so amended, the "Original Governing Instrument"); the Bylaws of the Trust;
certain resolutions of the Trustees of the Trust including resolutions dated
December 6, 1995 relating to the organization of the Trust and resolutions dated
May 23, 2000 relating to, among other things, the establishment of the
Nasdaq-100 Index Fund (the "Nasdaq-100 Fund") and Class A and Class G Shares
thereof and the authorization to issue Shares of such Classes (such resolutions,
together with the Governing Instrument and the Bylaws of the Trust are herein
referred to as the "Governing Documents"); Post-Effective Amendment No. 26 to
the Registration Statement on Form N-1A of The Victory Portfolios, a
Massachusetts business trust and the predecessor to the Trust (the "Predecessor
Trust"), by which the Trust adopted such Registration Statement and the
Predecessor Trust's Notification of Registration and Registration Statement
under the Investment Company Act of 1940, as filed with the Securities and
Exchange
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May 30, 2000
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Commission on December 28, 1995; a Certificate of Secretary of the Trust dated
as of May 30, 2000 certifying as to the Governing Instrument and the due
adoption of the resolutions referenced above; and a certification of good
standing of the Trust obtained as of a recent date from the State Office. In
such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as copies or
drafts of documents to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for purposes of
this opinion: (i) the due authorization, execution and delivery, as applicable,
by or on behalf of each of the parties thereto of the above-referenced
agreements, instruments, certificates and other documents, and of all documents
contemplated by the Governing Documents to be executed by investors desiring to
become Shareholders (including the due approval of the Governing Instrument by
the Shareholders); (ii) the payment of consideration for Shares, and the
application of such consideration, as provided in the Governing Documents and
compliance with all other terms, conditions and restrictions set forth in the
Governing Documents in connection with the issuance of Shares; (iii) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance or transfer of Shares; (iv) that no event has occurred that
would cause a termination or dissolution of the Trust under Sections 11.04 or
11.05 of the Governing Instrument or Sections 11.04 or 11.05 of the Original
Governing Instrument, as applicable; (v) that no event has occurred that would
cause a termination or dissolution of the Nasdaq-100 Fund under Sections 2.06 or
11.04 of the Governing Instrument or Sections 2.06 or 11.04 of the Original
Governing Instrument, as applicable; (vi) that the activities of the Trust have
been and will be conducted in accordance with the terms of the Governing
Instrument or the Original Governing Instrument, as applicable, and the Delaware
Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. ; and (vii) that each of the
documents examined by us is in full force and effect, expresses the entire
understanding of the parties thereto with respect to the subject matter thereof
and has not been amended, supplemented or otherwise modified, except as herein
referenced. No opinion is expressed herein with respect to the requirements of,
or compliance with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust in
good standing under the laws of the State of Delaware. The Nasdaq-100 Fund is a
validly existing Series of the Trust and Class A and Class G of the Nasdaq-100
Fund are validly existing Classes of the Trust.
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May 30, 2000
Page 3
2. Class A and Class G Shares of the Nasdaq-100 Fund, when issued to
Shareholders in accordance with the terms, conditions, requirements and
procedures set forth in the Governing Documents, will be validly issued, fully
paid and non-assessable Shares of beneficial interest in the Trust.
We understand that you wish to rely as to certain matters of Delaware
law on this opinion in connection with the delivery of your opinion to the Trust
dated on or about the date hereof and we hereby consent to such reliance. Except
as provided in the immediately preceding sentence, this opinion may not be
relied on by any person or for any purpose without our prior written consent. We
hereby consent to the filing of a copy of this opinion with the Securities and
Exchange Commission as an exhibit to a post-effective amendment to the Trust's
Registration Statement on Form N-1A. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. This opinion
speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and on the application of Delaware law as the
same exist on the date hereof, and we undertake no obligation to update or
supplement this opinion after the date hereof for the benefit of any person or
entity with respect to any facts or circumstances that may hereafter come to our
attention or any changes in facts or law that may hereafter occur or take
effect.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Jonathan I. Lessner
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Jonathan I. Lessner
