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Exhibit 11
DRINKER BIDDLE & REATH LLP
One Logan Square
18/TH/ and Cherry Streets
Philadelphia, PA 19103-6996
215-988-2700
Fax: 215-988-2757
www.dbr.com
September 7, 2000
Firstar Funds, Inc.
Firstar Funds Center
615 East Michigan Street
Milwaukee, WI 53201-3011
Dear Sir or Madam:
We have acted as counsel for Firstar Funds, Inc., a Wisconsin corporation
("Firstar"), in connection with the proposed acquisition by certain investment
portfolios offered by Firstar (the "Acquiring Firstar Funds") of substantially
all of the assets and liabilities of the investment portfolios offered by
Mercantile Mutual Funds, Inc. (the "Acquired Mercantile Funds") and Firstar
Stellar Funds (the "Acquired Stellar Funds") in exchange for Retail A, Retail B,
Class Y and Institutional Shares of the common stock of the Acquiring Firstar
Funds.
The aforementioned proposed acquisitions are referred to herein as the
"Reorganization." This opinion relates to the shares of common stock of Firstar
(par value $0.0001 per Share) to be issued in the Reorganization ("Common
Stock") and is furnished in connection with Firstar's Registration Statement on
Form N-14 under the Securities Act of 1933, as amended (the "Registration
Statement").
As counsel for Firstar, we are familiar with the proceedings taken by
Firstar in connection with the authorization, issuance and sale of the Common
Stock. In addition, we have examined and are familiar with Firstar's Articles of
Incorporation and By-Laws, resolutions adopted by its Board of Directors, the
Registration Statement and each combined proxy statement and prospectus
(individually, a "Proxy Statement and Prospectus") contained therein, and such
other legal and factual matters as we have considered necessary to render the
opinion hereinafter set forth.
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In our examination, we have assumed that: (i) all documents submitted to us
as originals are authentic, the signatures thereon are genuine and the persons
signing the same were of legal capacity when they executed the same; (ii) all
documents submitted to us as certified or photostatic copies conform to the
original documents and such original documents are authentic, the signatures on
such original documents are genuine and the persons signing such original
documents were of legal capacity when they executed the same; and (iii) all
certificates of public officials upon which we have relied have been duly and
properly given and any public records reviewed by us are complete and accurate.
We have also assumed the following for purposes of this opinion:
1. Each share of Common Stock will be issued in accordance with (a)
the Articles of Incorporation and By-Laws of Firstar, (b) resolutions of
Firstar's Board of Directors and shareholders relating to the creation,
authorization and issuance of the Common Stock, (c) the Agreement and Plan of
Reorganization by and between Firstar and Mercantile Mutual Funds, Inc. or the
Agreement and Plan of Reorganization by and between Firstar and Firstar Stellar
Funds (each, an "Agreement and Plan of Reorganization"), as applicable, and (d)
the Registration Statement.
2. Prior to the issuance of any shares of Common Stock, the Board
will (a) duly authorize the issuance of such Common Stock, (b) determine with
respect to each class of such Common Stock the preferences, limitations and
relative rights applicable thereto and (c) if such Common Stock is classified
into separate series, duly take the action necessary to (i) create such series,
(ii) determine the number of shares of such series and the relative
designations, preferences, limitations and rights thereof ("Series
Designations") and (iii) amend Firstar's Articles of Incorporation to provide
for such additional series.
3. With respect to each of the shares of Common Stock, there will be
compliance with the terms, conditions and restrictions applicable to the
issuance of such share that are set forth in (a) Firstar's Articles of
Incorporation and By-laws, each as amended as of the date of such issuance, (b)
the applicable Series Designations and (c) the applicable Agreement and Plan of
Reorganization.
4. The Board will not change the number of shares of any series of
Common Stock, or the preferences, limitations or relative rights of any class or
series of Common Stock after any shares of such class or series have been
issued.
This opinion is based exclusively on the laws of the State of Wisconsin and
the federal law of the United States of America. We have relied on an opinion of
Foley & Lardner, special Wisconsin counsel to Firstar, insofar as our opinion
relates to matters arising under the laws of the State of Wisconsin.
On the basis of and subject to the foregoing and such other considerations
as we deem relevant, we are of the opinion that upon the prior satisfaction of
the conditions contained in the applicable Agreement and Plan of Reorganization,
a copy of each of which is set forth in the particular Proxy Statement and
Prospectus constituting a part of the Registration Statement, the
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Common Stock to be issued under each Agreement and Plan of Reorganization, when
issued in accordance with the applicable Agreement and Plan of Reorganization
and in the manner referred to in the Registration Statement, will be validly
issued, fully paid and (except as provided in Section 180.0622 (2)(b) of the
Wisconsin Business Corporation Law and judicial interpretations thereof) non-
assessable by Firstar.
This opinion is solely for the use of Firstar and may not be referred to or
used for any other purpose or relied on by any other persons without our prior
written approval. This opinion is limited to the matters set forth in this
letter and no other opinions should be inferred beyond the matters expressly
stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under section 7 of
the Securities Act of 1933, and in so consenting we have not certified any part
of the Registration Statement and do not otherwise come within the categories of
persons whose consent is required under section 7 or under the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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