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ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MA 02210-2624
January 9, 2001
RS Investment Trust
388 Market Street
San Francisco, California 94104
Ladies and Gentlemen:
We are furnishing this opinion in connection with Post-Effective
Amendment No. 40 to the Registration Statement on Form N-1A of RS Investment
Trust (the "Trust") for the registration of an indefinite number of shares of
beneficial interest (the "Shares") of RS Money Market Fund (the "Fund").
In connection with this opinion, we have examined:
(a) A copy of the Agreement and Declaration of Trust of the Trust,
dated May 11, 1987 certified by the Secretary of the Trust.
(b) A copy of the Amended and Restated Agreement and Declaration of
Trust of the Trust, dated June 3, 1987 certified by the
Secretary of State of The Commonwealth of Massachusetts.
(c) A Certificate of Amendment of Agreement and Declaration of Trust
dated October 15, 1990, certified by the Secretary of State of
The Commonwealth of Massachusetts.
(d) A Certificate of Amendment of Agreement and Declaration of Trust
dated March 10, 1992, certified by the Secretary of State of The
Commonwealth of Massachusetts.
(e) A Certificate of Amendment of Agreement and Declaration of Trust
dated December 1, 1994, certified by the Secretary of State of
The Commonwealth of Massachusetts.
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RS Investment Trust -2- January 9, 2001
(f) A copy of the Amended and Restated Agreement and Declaration of
Trust of the Trust, dated March 13, 1997, and evidence of the
filing thereof with the Secretary of State of The Commonwealth
of Massachusetts.
(g) A copy of an Amendment to the Amended and Restated Agreement
and Declaration of Trust, dated February 26, 1999, and evidence
of the filing thereof with the Secretary of State of The
Commonwealth of Massachusetts.
(h) A copy of the By-Laws of the Trust.
(i) Such other certificates, documents, and records as we have deemed
necessary for the purpose of this opinion.
We are familiar with the action taken by the Board of Trustees of the
Trust to authorize the issuance of the Shares. 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. We have also assumed that each of the Shares will be sold for the
consideration described in the Registration Statement of the Trust on Form
N-1A, as amended to the date of such sale, and that such consideration will
in each event be at least equal to the net asset value per Share of such
Shares.
We were not involved in the organization of the Trust, and
understand that in connection with the filing of the original registration
statement of the Trust under the Securities Act of 1933, as amended, you
received an opinion of other Massachusetts counsel to the effect that the
Trust is an entity of the type commonly known as a "Massachusetts business
trust". We have not examined independently the question of what law would
govern the interpretation or enforcement of any provision of the Agreement
and Declaration of Trust and have for this purpose assumed that the Trust is
a duly established and validly existing unincorporated voluntary association
with transferable shares under Massachusetts law (commonly known as a
"Massachusetts business trust") and that the interpretation and enforcement
of each provision of the Agreement and Declaration of Trust will be governed
by the laws of The Commonwealth of Massachusetts.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect
of laws, rules, and regulations of any state or jurisdiction other than The
Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that
the Trust is authorized to issue an unlimited number of Shares of the Fund,
and that, when the Shares are issued and sold on the terms described in the
Registration Statement, such Shares will be validly issued, fully paid, and
nonassessable by the Trust.
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RS Investment Trust -3- January 9, 2001
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Agreement and Declaration of Trust
disclaims liability of any shareholder for payment under any credit,
contract, or claim against the Trust or any series of the Trust. The
Agreement and Declaration of Trust provides for indemnification by the Trust
of any shareholder or former shareholder held liable solely by reason of his
or her being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
