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EXHIBIT (i)
Opinion and Consent of Counsel
as to legality of shares being registered
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Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(202) 626-3900
Fax: (202) 626-3961
WRITER'S DIRECT DIAL NUMBER: (202) 626-3907
November 29, 2000
HighMark Funds
Oaks, Pennsylvania 19456
Ladies and Gentlemen:
You have registered under the Securities Act of 1933, as amended
(the "1933 Act") an indefinite number of shares of beneficial interest
("Shares") of the HighMark Funds ("Trust"), as permitted by Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "1940 Act"). You propose
to file a post-effective amendment on Form N-1A (the "Post-Effective
Amendment") to your Registration Statement as required by Section 10(a)(3) in
order to update certain financial information and file the annual amendment
required by the 1940 Act.
We have examined your Agreement and Declaration of Trust on file in
the office of the Secretary of The Commonwealth of Massachusetts and the
Clerk of the City of Boston. We have also examined a copy of your Bylaws and
such other documents, receipts and records as we have deemed necessary for
the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the issue and
sale of the authorized but unissued Shares of the Series have been duly
authorized under Massachusetts law. Upon the original issue and sale of your
authorized but unissued Shares and upon receipt of the authorized
consideration therefor in an amount not less than the net asset value of the
Shares established and in force at the time of their sale, the Shares issued
will be validly issued, fully paid and non-assessable.
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
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HighMark Funds
November 29, 2000
Page 2
provides for indemnification out of the property of a particular series of
Shares for all loss and expenses of any shareholder of that series held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of shareholder liability is limited to circumstances in which
that series of Shares itself would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this
opinion with and as part of your Post-Effective Amendment.
Sincerely,
/s/ Ropes & Gray
Ropes & Gray
