November 14, 2000
Liberty Funds Trust V
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest ("Shares") of the funds listed on Schedule A hereto (the
"Funds"), each a series of Liberty Funds Trust V (the "Trust").
We act as counsel for the Trust and are familiar with the actions taken
by its Board of Trustees to authorize the issuance of the Shares. We have
examined the Trust's Agreement and Declaration of Trust and amendments thereto
on file at the office of the Secretary of the Commonwealth of Massachusetts
(collectively, the "Agreement and Declaration of Trust") and the Trust's
By-Laws. We have also examined such other documents as we deem necessary for the
purpose of this opinion.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.
Based on the foregoing, we are of the opinion that the issue and sale
by the Trust of an unlimited number of Shares of the Fund has been duly
authorized under Massachusetts law. Upon the original issue and sale of any such
authorized but unissued Shares and upon receipt by the Trust of the authorized
consideration therefor in an amount not less than the applicable net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
by the Trust.
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.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each
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Liberty Funds Trust V -2- November 14, 2000
agreement, obligation or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for indemnification
out of the property of the particular Fund for all loss and expenses of any
shareholder of such Fund held personally liable solely by reason of being or
having been a shareholder of the Trust. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the particular Fund of which he or she is or was a
shareholder would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-1A relating to such offering and sale.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
