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EXHIBIT 12
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
October 30, 2000
Fifth Third Quality Growth Fund
Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
Fifth Third Cardinal Fund
Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel in connection with the Plan of Reorganization
(the "Plan") as of June 21, 2000, between Fifth Third Funds (the "Trust"), a
Massachusetts business trust, and two of its series, Fifth Third Quality Growth
Fund ("Acquiring Fund"), and Fifth Third Cardinal Fund ("Target Fund"). The Plan
describes a proposed transaction (the "Transaction") to occur today (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Section 7(h) of the Plan. Capitalized terms not defined herein are
used herein as defined in the Plan.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end
management investment company. Shares of Acquiring Fund are redeemable at net
asset value at each shareholder's option. Acquiring Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Code.
For purposes of this opinion, we have considered the Plan, the Target
Fund Proxy Statement, dated as of July 25, 2000, the Registration Statement
(including the items incorporated by reference therein), and such other items as
we have deemed necessary to render this opinion. In addition, you have provided
us with a letter dated as of the date hereof, representing as to certain facts,
occurrences and information upon which you have indicated that we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above) (the "Acquiring and Target Fund Representation
Letter").
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Based on the foregoing representations and assumption and our review
of the documents and items referred to above, we are of the opinion that for
federal income tax purposes:
(i) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(ii) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(iii) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(iv) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(v) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund shares for Acquiring Fund Shares;
(vi) The aggregate basis of Acquiring Fund Shares a Target Fund shareholder
receives in connection with the Transaction will be the same as the
aggregate basis of his or her Target Fund shares exchanged therefor;
(vii) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund shares exchanged therefor, provided that he
or she held such Target Fund shares as capital assets; and
(viii) Acquiring Fund will succeed to and take into account the items of
Target Fund described in Section 381(c) of the Code. Acquiring Fund
will take these items into account subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 of the Code
and the Regulations thereunder.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
