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Exhibit (i)
Drinker Biddle & Reath LLP
One Logan Square
18/th/ and Cherry Streets
Philadelphia, PA 19103-6996
215-988-2700
215-988-2757 (Fax)
www.dbr.com
November 22, 2000
Firstar Funds, Inc.
Firstar Funds Center
615 East Michigan Street
Milwaukee, WI 53201-3011
Re: Firstar Funds, Inc. - Classes 1 through 200 Common Stock
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Gentlemen:
We have acted as counsel for Firstar Funds, Inc., a Wisconsin
corporation ("Firstar"), in connection with the registration by Firstar of its
shares of common stock, par value $.0001 per share. The Articles of
Incorporation of Firstar authorize the issuance of an indefinite number of
shares of common stock, which are divided into two hundred (200) classes (each,
a "Class" and collectively, the "Classes"), numbered consecutively from 1
through 200. The Board of Directors of Firstar (the "Board") has previously
classified (a) certain of the shares of common stock of each of Classes 1
through 5 and Class 27 into two series, designated as Institutional Series and
Series A, (b) the shares of common stock of each of Classes 25 and 26 into one
series, designated as Series A, and (c) certain of the shares of common stock of
each of Classes 6 through 24 and Classes 28 through 36 into four series,
designated as Institutional Series, Series A, Series B and Series Y. The Board
has also previously authorized the issuance of shares of these series to the
public. The shares of common stock classified into each such series are referred
to herein as the "Current Series Common Stock"; the shares of Common Stock that
are not classified into series are referred to herein as the "Future Common
Stock"; and the Current Series Common Stock and the Future Common Stock are
referred to collectively herein as the "Common Stock." You have asked for our
opinion on certain matters relating to the Common Stock.
We have reviewed Firstar's Articles of Incorporation and By-laws, in
each case as amended through the date hereof, resolutions of Firstar's Board and
shareholders, certificates of public officials and of Firstar's officers, and
such other legal and factual matters as we have deemed appropriate. We have also
reviewed Firstar's Registration
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Firstar Funds, Inc.
November 22, 2000
Page 2
Statement on Form N-1A under the Securities Act of 1933 (the "Registration
Statement"), as amended through Post-Effective Amendment No. 46 thereto.
This opinion is based exclusively on the laws of the State of
Wisconsin and is given solely in reliance on an opinion of Foley & Lardner,
special Wisconsin counsel to Firstar.
We have also assumed the following for purposes of this opinion:
1. The shares of Current Series Common Stock have been, and will
continue to be, issued in accordance with the Articles of Incorporation and By-
laws of Firstar and resolutions of Firstar's Board and shareholders relating to
the creation, authorization and issuance of the Current Series Common Stock.
2. Prior to the issuance of any shares of Future Common Stock, the
Board (a) will duly authorize the issuance of such Future Common Stock, (b) will
determine with respect to each class of such Future Common Stock the
preferences, limitations and relative rights applicable thereto, and (c) if such
Future Common Stock is classified into separate series, will duly take the
action necessary (i) to create such series and to determine the relative
designations, preferences, limitations and relative rights thereof ("Future
Series Designations") and (ii) to amend Firstar's Articles of Incorporation to
provide for such additional series.
3. With respect to the shares of Future Common Stock, there will be
compliance with the terms, conditions and restrictions applicable to the
issuance of such shares that are set forth in (i) Firstar's Articles of
Incorporation and By-laws, each as amended as of the date of such issuance, and
(ii) the applicable Future Series Designations.
4. The Board will not change 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.
Based upon the foregoing, we are of the opinion that:
1. Firstar is authorized to issue an indefinite number of shares of
each of Classes 1 through 200 of its Common Stock as set forth in Appendix A.
2. Firstar's Board is authorized (i) to create from time to time one
or more additional series of shares in any or all of its 200 Classes of Common
Stock, (ii) to
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Firstar Funds, Inc.
November 22, 2000
Page 3
determine, at the time of creation of any such series, the designations,
preferences, limitations and relative rights thereof, and (iii) to amend the
Articles of Incorporation to provide for such additional series.
3. All necessary action by Firstar to authorize the Current Series
Common Stock has been taken, and Firstar has the power to issue the shares of
Current Series Common Stock.
4. The shares of Common Stock will be, when issued in accordance
with, and sold for the consideration described in, the Registration Statement
(provided that the price of such shares is not less than the par value thereof),
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.
We consent to the filing of this opinion with Post-Effective Amendment
No. 47 to the Registration Statement to be filed by Firstar with the Securities
and Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
-----------------------------
DRINKER BIDDLE & REATH LLP
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APPENDIX A
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1-Institutional
1-A
2-Institutional
2-A
3-Institutional
3-A
4-Institutional
4-A
5-Institutional
5-A
6-Institutional
6-A
6-B
6-Y
7-Institutional
7-A
7-B
7-Y
8-Institutional
8-A
8-B
8-Y
9-Institutional
9-A
9-B
9-Y
A-1
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10-Institutional
10-A
10-B
10-Y
11-Institutional
11-A
11-B
11-Y
12-Institutional
12-A
12-B
12-Y
13-Institutional
13-A
13-B
13-Y
14-Institutional
14-A
14-B
14-Y
15-Institutional
15-A
15-B
15-Y
16-Institutional
16-A
16-B
16-Y
17-Institutional
17-A
17-B
17-Y
A-2
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18-Institutional
18-A
18-B
18-Y
19-Institutional
19-A
19-B
19-Y
20-Institutional
20-A
20-B
20-Y
21-Institutional
21-A
21-B
21-Y
22-Institutional
22-A
22-B
22-Y
23-Institutional
23-A
23-B
23-Y
24-Institutional
24-A
24-B
24-Y
25 A
26 A
27 Institutional
27 A
A-3
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28 Institutional
28 A
28 B
28 Y
29 Institutional
29 A
29 B
29 Y
30 Institutional
30 A
30 B
30 Y
31 Institutional
31 A
31 B
31 Y
32 Institutional
32 A
32 B
32 Y
33 Institutional
33 A
33 B
33 Y
34 Institutional
34 A
34 B
34 Y
35 Institutional
35 A
35 B
35 Y
36 Institutional
36 A
36 B
A-4
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36 Y
Classes 37 through 200 - All Unclassified as to Series
A-5
