Exhibit (i)
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
215-988-2700
215-988-2757 (Fax)
www.dbr.com
August 21, 2000
Firstar Funds, Inc.
Firstar Funds Center
615 East Michigan Street
Milwaukee, WI 53201-3011
Re: Firstar Funds, Inc. - Classes 1 through 30 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 one hundred fifty billion
(150,000,000,000) shares of common stock, which are divided into thirty (30)
classes, designated as Classes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,
15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 and 30, respectively
(each, a "Class" and collectively, the "Classes"). The Board of Directors of
Firstar (the "Board") has previously classified certain of the shares of common
stock of each of Classes 1 through 5 into two series, designated as
Institutional Series and Series A, and has previously classified certain of the
shares of Common Stock of each of Classes 6 through 24 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,
resolutions of Firstar's Board, 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 Statement on Form N-
1A under the Securities Act of 1933 (the "Registration Statement"), as amended
through Post-Effective Amendment No. 41 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 number of shares
of such series and 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 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.
Based upon the foregoing, we are of the opinion that:
1. Firstar is authorized to issue (a) the number of shares of each
of Classes 1 through 30 of its Common Stock set forth in the table below, (b)
the number of shares of each series of Current Series Common Stock set forth in
the table below, and (c) the number of shares of each of Classes 1 through 30 of
its Common Stock unclassified as to series set forth in the table below:
(b) and (c)
Shares in Series
(a) and Shares Unclassified
Class Shares in Class as to Series
----- --------------- -----------------------
1 20,000,000,000
1-Institutional 5,000,000,000
1-A 5,000,000,000
1-Unclassified as to Series 10,000,000,000
2 20,000,000,000
2-Institutional 5,000,000,000
2-A 5,000,000,000
2-Unclassified as to Series 10,000,000,000
3 20,000,000,000
3-Institutional 5,000,000,000
3-A 5,000,000,000
3-Unclassified as to Series 10,000,000,000
4 20,000,000,000
4-Institutional 5,000,000,000
4-A 5,000,000,000
4-Unclassified as to Series 10,000,000,000
5 20,000,000,000
5-Institutional 5,000,000,000
5-A 5,000,000,000
5-Unclassified as to Series 10,000,000,000
6 2,000,000,000
6-Institutional 500,000,000
6-A 500,000,000
6-B 500,000,000
6-Y 500,000,000
7 2,000,000,000
7-Institutional 500,000,000
7-A 500,000,000
7-B 500,000,000
7-Y 500,000,000
8 2,000,000,000
8-Institutional 500,000,000
8-A 500,000,000
8-B 500,000,000
8-Y 500,000,000
9 2,000,000,000
9-Institutional 500,000,000
9-A 500,000,000
9-B 500,000,000
9-Y 500,000,000
10 2,000,000,000
10-Institutional 500,000,000
10-A 500,000,000
10-B 500,000,000
10-Y 500,000,000
11 2,000,000,000
11-Institutional 500,000,000
11-A 500,000,000
11-B 500,000,000
11-Y 500,000,000
12 2,000,000,000
12-Institutional 500,000,000
12-A 500,000,000
12-B 500,000,000
12-Y 500,000,000
13 2,000,000,000
13-Institutional 500,000,000
13-A 500,000,000
13-B 500,000,000
13-Y 500,000,000
14 2,000,000,000
14-Institutional 500,000,000
14-A 500,000,000
14-B 500,000,000
14-Y 500,000,000
15 2,000,000,000
15-Institutional 500,000,000
15-A 500,000,000
15-B 500,000,000
15-Y 500,000,000
16 2,000,000,000
16-Institutional 50,000,000
16-A 50,000,000
16-B 50,000,000
16-Y 50,000,000
16-Unclassified as to Series 1,800,000,000
17 2,000,000,000
17-Institutional 100,000,000
17-A 100,000,000
17-B 100,000,000
17-Y 100,000,000
17-Unclassified as to Series 1,600,000,000
18 2,000,000,000
18-Institutional 100,000,000
18-A 100,000,000
18-B 100,000,000
18-Y 100,000,000
18-Unclassified as to Series 1,600,000,000
19 2,000,000,000
19-Institutional 100,000,000
19-A 100,000,000
19-B 100,000,000
19-Y 100,000,000
19-Unclassified as to Series 1,600,000,000
20 2,000,000,000
20-Institutional 100,000,000
20-A 100,000,000
20-B 100,000,000
20-Y 100,000,000
20-Unclassified as to Series 1,600,000,000
21 2,000,000,000
21-Institutional 100,000,000
21-A 100,000,000
21-B 100,000,000
21-Y 100,000,000
21-Unclassified as to Series 1,600,000,000
22 2,000,000,000
22-Institutional 100,000,000
22-A 100,000,000
22-B 100,000,000
22-Y 100,000,000
22-Unclassified as to Series 1,600,000,000
23 2,000,000,000
23-Institutional 100,000,000
23-A 100,000,000
23-B 100,000,000
23-Y 100,000,000
23-Unclassified as to Series 1,600,000,000
24 2,000,000,000
24-Institutional 100,000,000
24-A 100,000,000
24-B 100,000,000
24-Y 100,000,000
24-Unclassified as to Series 1,600,000,000
25 All Unclassified as
to Series 2,000,000,000
26 All Unclassified as
to Series 2,000,000,000
27 All Unclassified as
to Series 2,000,000,000
28 All Unclassified as
to Series 2,000,000,000
29 All Unclassified as
to Series 2,000,000,000
30 All Unclassified as
to Series 2,000,000,000
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 thirty Classes of
Common Stock, (ii) to determine, at the time of creation of any such series, the
number of shares of such series and 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 (i) the price of such shares is not less than the par value
thereof and (ii) the number of shares of any class or series issued does not
exceed the authorized number of shares for such class or series as of the date
of issuance of the shares), 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 the Company's
Registration Statement to be filed by Firstar with the Securities and Exchange
Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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DRINKER BIDDLE & REATH LLP
