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Exhibit (11)
Opinion and Consent of Ropes & Gray
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Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
WRITER'S DIRECT DIAL NUMBER: (202) 626-3925
July 25, 2000
Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
Gentlemen:
You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest of Fifth Third Funds
("Trust"), as permitted by Rule 24f-2 under the Investment Company Act of 1940,
as amended (the "1940 Act"). You propose to file a combined proxy/registration
statement on Form N-14 with respect to certain units of beneficial interest of
the Trust ("Shares").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale of
the Shares have been duly authorized under Massachusetts law. Upon the original
issue and sale of the Shares and upon receipt of the authorized consideration
therefor in an amount not less than the net asset value of the Shares
established and in force at the time of their sale, the Shares will be validly
issued, fully paid and non-assessable.
Fifth Third Funds 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 Agreement and Declaration of Trust provides for
indemnification out of the property of a particular series of Shares for all
loss and expenses of any shareholder of that series held personally liable
solely by reason of his being or having been a shareholder. Thus, the risk of
shareholder liability is limited to circumstances in which that series of Shares
itself would be unable to meet its obligations.
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We understand that this opinion is to be used in connection with the filing
of the N-14. We consent to the filing of this opinion with and as part of your
N-14.
Sincerely,
/s/ Ropes & Gray
ROPES & GRAY
