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Exhibit (i)
June 14, 2000
Fifth Third Funds
c/o Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Ladies and Gentlemen:
As counsel to Fifth Third Funds, a business trust organized under the laws
of The Commonwealth of Massachusetts (the "Trust"), we have been asked to render
our opinion in connection with the proposed issuance by the Trust of shares of
beneficial interest of Investment B shares (the "Shares") of each of the current
separate series of the Trust: Fifth Third Quality Growth Fund, Fifth Third
Equity Income Fund, Fifth Third Cardinal Fund, Fifth Third Pinnacle Fund, Fifth
Third Balanced Fund, Fifth Third Mid Cap Fund, Fifth Third International Equity
Fund, Fifth Third Technology Fund, Fifth Third Bond Fund for Income, Fifth Third
Quality Bond Fund, Fifth Third U.S. Government Securities Fund, Fifth Third
Municipal Bond Fund, Fifth Third Ohio Tax Free Bond Fund and Fifth Third Prime
Money Market Fund (the "Funds"), each of which is a separate series of the Trust
that has been established and designated pursuant to Section 5 of Article III of
the Declaration of Trust dated September 15, 1988, as amended to date (the
"Master Trust Agreement"), and as more fully described in the prospectuses and
statement of additional information contained in Parts A and B, respectively, of
Post-Effective Amendment No. 33 (the "Amendment") to the Trust's Registration
Statement on Form N-1A (Securities Act of 1933 Registration No. 33-24848;
Investment Company Act of 1940 Registration No. 811-8384).
We have examined the Master Trust Agreement, the By-Laws of the Trust,
certain resolutions adopted by the Board of Trustees of the Trust, the
prospectuses and statement of additional information of the Funds which form a
part of the Amendment and such other documents as we deemed necessary for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares, which are
the subject of the foregoing Registration Statement will, when sold in
accordance with the terms of the prospectuses and statement of additional
information relating to the Shares, as in effect at the time of the sale, will
be legally issued, fully-paid and non-assessable by the Trust.
We hereby consent to the reference to this firm in the prospectuses and
statement of additional information and to a copy of this opinion being filed as
an exhibit to the foregoing Amendment.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
