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EXHIBIT 23(i)
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
Fax: (617) 951-7050
July 28, 2000
Barr Rosenberg Series Trust
4 Orinda Way, Building E.
Orinda, CA 94563
Ladies and Gentlemen:
We are furnishing this opinion in connection with the proposed offer
and sale by Barr Rosenberg Series Trust, a Massachusetts business trust (the
"Trust"), of shares of beneficial interest of its AXA Rosenberg U.S. Small
Capitalization Fund, AXA Rosenberg International Small Capitalization Fund, AXA
Rosenberg Japan Fund, AXA Rosenberg Value Market Neutral Fund, AXA Rosenberg
Select Sectors Market Neutral Fund, AXA Rosenberg Enhanced 500 Fund, AXA
Rosenberg International Equity Fund and AXA Rosenberg Multi-Strategy Market
Neutral Fund (the "Shares") pursuant to a registration statement on Form N-1A
(the "Registration Statement") under the Securities Act of 1933, as amended.
We are familiar with the action taken by the Trustees of the Trust to
authorize the issuance of the Shares. We have examined the Trust's By-Laws and
its Second Amended and Restated Agreement and Declaration of Trust (the
"Declaration of Trust") on file in the office of the Secretary of The
Commonwealth of Massachusetts and such other documents as we deem necessary for
the purposes of this opinion. We assume that upon sale of the Shares the Trust
will receive the net asset value thereof.
Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that, when the Shares are
issued and sold, they will be validly issued, fully paid and nonassessable by
the Trust.
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 Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement,
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Barr Rosenberg Series Trust -2- July 28, 2000
obligation or instrument entered into or executed by the Trust or the Trustees.
The Declaration of Trust provides for indemnification out of the property of the
particular series of shares for all loss and expense of any shareholder of that
series held personally liable solely by reason of his or her having been a
shareholder of that series. Thus, the risk of shareholder liability is limited
to circumstances in which that series 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,
ROPES & GRAY
Ropes & Gray
