Law Offices of
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com
August 11, 2000
(415) 835-1600 27346.00003
Professionally Managed Portfolios
915 Broadway, Suite 1605
New York, New York 10010
Re: Titan Growth Fund
Ladies and Gentlemen:
We have acted as counsel to Professionally Managed Portfolios, a
Massachusetts business trust (the "Trust"), in connection with Post-Effective
Amendments to the Trust's Registration Statement filed on Form N-1A with the
Securities and Exchange Commission (the "Post-Effective Amendments"), relating
to the issuance by the Trust of an indefinite number of no-par value shares of
beneficial interest (the "Shares") of Titan Growth Fund (the "Fund"), a series
of the Trust.
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
(a) the Trust's Agreement and Declaration of Trust dated February 17,
1987, as filed with the Massachusetts Secretary of State (the
"Secretary of State") on February 24, 1987, as amended on May 20,
1988, as filed with the Secretary of State on September 16, 1988, and
as amended on April 12, 1991, as filed with the Secretary of State on
May 31, 1991 (as so amended, the "Declaration of Trust"), certified to
us by an officer of the Trust as being true and complete and in effect
on the date hereof;
(b) the By-Laws of the Trust, certified to us by an officer of the Trust
as being true and complete and in effect on the date hereof;
(c) resolutions of the Trustees of the Trust adopted at a meeting on
February 17, 2000, authorizing the establishment of the Fund and the
issuance of its Shares;
(d) the Post-Effective Amendments; and
(e) a certificate of an officer of the Trust concerning certain factual
matters relevant to this opinion.
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Our opinion below is limited to the federal law of the United States of
America and the business trust law of the Commonwealth of Massachusetts. We are
not licensed to practice law in the Commonwealth of Massachusetts, and we have
based our opinion below solely on our review of Chapter 182 of the General Laws
of the Commonwealth of Massachusetts and the case law interpreting such Chapter
as reported in the Massachusetts Corporation Laws & Practice (Aspen Law &
Business, 1997 and Supp. 2000) as updated on Lexis on July 9, 2000. We have not
undertaken a review of other Massachusetts law or of any administrative or court
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the Commonwealth of Massachusetts as described above, and we
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any regional or local governmental authority.
We note that pursuant to certain decisions of the Supreme Judicial Court of
the Commonwealth of Massachusetts, shareholders of a Massachusetts business
trust may, in certain circumstances, be held personally liable as partners for
the obligations or liabilities of the Trust. However, we also note that Article
VIII, Section I of the Declaration of Trust provides that all persons extending
credit to, contract with or having any claim against the Trust or the Fund shall
look only to the assets of the Trust or the Fund for payment thereof and that
the shareholders shall not be personally liable therefor, and further provides
that every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust may include a notice that such instrument was
executed on behalf of the Trust and that the obligations of such instruments are
not binding upon any of the shareholders of the Trust individually, but are
binding only on the assets and property of the Trust.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, and
assuming that: (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Fund's Prospectus, included in the Post-Effective Amendment,
and in accordance with the Agreement and Declaration of Trust, (ii) all
consideration for the Shares will be actually received by the Trust, and (iii)
all applicable securities laws will be complied with; it is our opinion that the
Shares will be legally issued, fully paid and nonassessable.
This opinion is rendered to you solely in connection with the
Post-Effective Amendments and is solely for your benefit. This opinion may not
be relied upon by you for any other purpose or may any other person, firm,
corporation or other entity rely on this opinion, without our prior written
consent. We disclaim any obligation to advise you of any developments in areas
covered by this opinion that occur after the date of this opinion.
We hereby consent to (i) the reference to our firm as Legal Counsel in the
Prospectus included in the applicable Post-Effective Amendments, and (ii) the
filing of this opinion as an exhibit to those Post-Effective Amendments.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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