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Exhibit (i)
Ropes & Gray
One Franklin Square
1301 K Street, NW
Suite 800 East
Washington, DC 20005
WRITER'S DIRECT DIAL NUMBER: (202) 626-3907
November 30, 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 ("Shares") of the
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 post-
effective amendment on Form N-1A (the "Post-Effective Amendment") to your
Registration Statement as required by Section 10(a)(3) of the 1933 Act and the
Rules thereunder and Section 8(b) of the 1940 Act and the rules thereunder. The
purpose of this filing is to update disclosure with regard to each Fund of the
Trust described in said Registration Statement (each a "Series").
We have examined your 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 authorized but unissued Shares of the Series have been duly authorized under
Massachusetts law. Upon the original issue and sale of your authorized but
unissued 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 issued will be validly issued, fully paid
and non-assessable.
The 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 Declaration of Trust provides for indemnification out of
the property of a particular series of Shares for all loss and
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Fifth Third Funds
November 30, 2000
Page 2
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.
We understand that this opinion is to be used in connection with the filing
of the Post-Effective Amendment. We consent to the filing of this opinion with
and as part of your Post-Effective Amendment.
Sincerely,
/s/ Ropes & Gray
Ropes & Gray
