KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
May 30, 2000
The Victory Portfolios
3435 Stelzer Road
Columbus, Ohio 43219
Re: The Victory Portfolios - Post-Effective Amendment
No. 60 to Registration Statement on Form N-1A
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Ladies and Gentlemen:
We have acted as counsel for The Victory Portfolios, a Delaware
business trust (the "Trust"), in connection with certain matters relating to the
creation of the Trust and the issuance and offering of its Shares. 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"). You have asked our opinion concerning certain
matters relating to the issuance of Class A and Class G shares of the Nasdaq-100
Index(R) Fund (the "Nasdaq-100 Fund").
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; 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 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 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.
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The Victory Portfolion
May 30, 2000
Page 2
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. As to various questions
of fact mentioned in our opinion, we have relied upon representations and
certificates of officers and other representations of the Trust, public
officials and others.
We are members of the Bar of the State of New York and are not
experts on, and we do not express any opinion as to, the law of any other state
or jurisdiction other than the laws of the State of New York and applicable
federal laws of the United States. As to matters involving Delaware law, with
your permission, we have relied solely upon an opinion of Morris, Nichols, Arsht
& Tunnell, special Delaware counsel to the Trust, a copy of which is attached
hereto, concerning the organization of the Trust and the authorization and
issuance of the Shares, and our opinion is subject to the qualifications and
limitations set forth therein, which are incorporated herein by reference as
though fully set forth herein.
Based on and subject to the foregoing, 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.
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.
This opinion is solely for your benefit and is not to be quoted in
whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to any governmental agency or other person without the written
consent of this firm. This opinion letter is rendered as of the date hereof, and
we specifically disclaim any responsibility to update or supplement this letter
to reflect any events or statements of fact which may hereafter come to our
attention or any changes in statutes or regulations or any court decisions which
may hereafter occur.
Notwithstanding the previous paragraph, we consent to the filing of
this opinion as an exhibit to Post-Effective Amendment No. 60 to the Trust's
Registration Statement. Notwithstanding 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.
/s/ Kramer Levin Naftalis & Frankel
