<PAGE>
[DRAFT]
June __, 2000
North American Funds
286 Congress Street
Boston, Massachusetts 02210
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities Act
of 1933, as amended (the "Act"), and offer and sell from time to time shares of
beneficial interest, without par value (the "Shares"), of your series named
Josephthal Strategic Growth Fund (the "New Fund"), at not less than "net asset
value", as defined in your Amended and Restated Agreement and Declaration of
Trust, as amended (the "Declaration of Trust").
We have examined the Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston and are familiar with the Action taken by your trustees to authorize the
issue and sale to the public from time to time of authorized and unissued
Shares. We have documents, receipts and records as we have deemed necessary for
the purpose of this opinion.
Based on the foregoing, we are of the opinion that:
1. The beneficial interests in the New Fund are divided into an unlimited
number of Shares.
2. The issue and sale of the authorized but unissued Shares has been duly
authorized under Massachusetts law, and, upon the original issue and sale of any
of such 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 at the time of their sale, the shares so issued 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 Agreement and Declaration of Trust
<PAGE>
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its Trustees. The
Agreement and Declaration of Trust provides for indemnification out of the
property of the Josephthal Strategic Growth Fund series (the "series") for all
loss and expense of any shareholder of the Series held personally liable solely
by reason of his being or having been a shareholder. Thus, the risk of a
shareholder incurring financial loss on account of being a shareholder is
limited to circumstances in which the Series itself would be unable to meet its
obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of shares of offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-1A (File No. 033-27958) relating to such
offering and sale.
Very truly yours,
Ropes & Gray
