BELL BOYD & LLOYD LLC
December 22, 2000
Liberty - Stein Roe Funds investment Trust
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
Liberty - Stein Roe Funds Investment Trust
We have represented Liberty - Stein Roe Funds Investment Trust (the
"Trust") in connection with the registration under the Securities Act of 1933
(the "Act") of an indefinite number of shares of beneficial interest of each of
the series of the Trust designated Stein Roe Global Thematic Equity Fund and
Stein Roe European Thematic Equity Fund, respectively (the "Funds"), in
registration statement no. 33-11351 on form N-1A as amended by post-effective
amendment no. 70 thereto (the "Registration Statement").
In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the agreement and declaration of trust
(the "Trust Agreement") and by-laws (the "By-laws") of the Trust, and actions of
the board of trustees of the Trust authorizing the issuance of shares of
beneficial interest of each Fund (the "Shares").
For this purpose, we have assumed that, upon sale of the Shares, the
Trust will receive the authorized consideration therefor, which will at least
equal the net asset value of the Shares.
Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that, when the Shares are
issued and sold and the authorized consideration therefor is received by the
Trust, they will be validly issued, fully paid and nonassessable by the Trust.
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The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust or any
series of the Trust (a "Series"). However, the Agreement and Declaration of
Trust disclaims shareholder liability for acts or obligations of the Trust or
any Series and requires that notice of such disclaimer be given in every note,
bond, contract, instrument, certificate or other undertaking issued by or on
behalf of the Trust. The Agreement and Declaration of Trust provides for
indemnification out of property of a particular Series for all loss and expense
of any shareholder of that Series held personally liable for obligations of that
Series. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the relevant Series
would be unable to meet its obligations.
In rendering the foregoing opinion, we have relied upon the opinion of
Ropes & Gray expressed in their letter to us dated December 22, 2000.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd
