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EXHIBIT 23(i)
OPINION OF COUNSEL AS TO LEGALITY OF SHARES
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May 31, 2000
Montgomery Asset Management, LLC
101 California Street
San Francisco, California 94111
Re: The Montgomery Funds
Ladies and Gentlemen:
We have acted as counsel to The Montgomery Funds, a Massachusetts
business trust (the "Trust"), in connection with Post-Effective Amendments to
the Trust's Registration Statement filed on Form N-1A with the Securities and
Exchange Commission (the "Post- Effective Amendments") and relating to the
issuance by the Trust of an indefinite number of $0.01 par value shares of
beneficial interest (the "Shares") for the Montgomery New Economy 20 Portfolio,
a series of the Trust (the "Fund").
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons, and
the conformity to the originals of all records, documents, and instruments
submitted to us as copies. We have based our opinion on the following:
(a) the Trust's Agreement and the Declaration of Trust dated May 10,
1990, as amended on November 11, 1993 (the "Declaration of Trust"). The
Declaration of Trust as amended has been in full force and effect from May 10,
1990, through the date hereof;
(b) the Trust's Certificate of Trust as originally filed with the
Secretary of State of Massachusetts on May 16, 1990, and as amended on November
11, 1993 and amended on May 23, 1995; and the Amended and Restated Certificate
of Trust, as filed with the Secretary of State of Massachusetts on May 26, 1995
(the "Certificate of Trust"). The Certificate of Trust, as amended, has been in
full effect from May 16, 1990 (or from the date of the relevant amendment),
through the date hereof;
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The Montgomery Funds
May 31, 2000
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(c) the Trust's By-laws, as amended and restated on November 11, 1993,
August 16, 1994 and February 29, 2000. The By-laws, as amended, have been in
full force and effect from the original date of its adoption through the date
hereof;
(d) resolutions of the Trustees of the Trust authorizing the
establishment of the Fund and the issuance of their respective Shares, as
adopted at the meeting on May 25, 2000, certified by an officer of the Trust as
being in full force and effect through the date hereof; and
(f) a certificate of an officer of the Trust as to certain factual
matters relevant to this opinion.
Our opinion below is limited to the federal law of the United States of
America and the business trust law of the Commonwealth of Massachusetts. We are
not licensed to practice law in the Commonwealth of Massachusetts, and we have
based our opinion below solely on our review of Chapter 182 of the General Laws
of the Commonwealth of Massachusetts and the case law interpreting such Chapter
as reported in Massachusetts Corporation Law & Practice (Aspen Law & Business
1997 & Supp. 1999). We have not undertaken a review of other Massachusetts law
or of any administrative or court decisions in connection with rendering this
opinion. We disclaim any opinion as to any law other than that of the United
States of America and the business trust law of the Commonwealth of
Massachusetts as described above, and we disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
We note that pursuant to certain decisions of the Supreme Judicial
Court of the Commonwealth of Massachusetts, shareholders of a Massachusetts
business trust may, in certain circumstances, be held personally liable as
partners for the obligations or liabilities of the trust. However, we also note
that Article VIII, Section 1 of the Declaration of Trust provides that all
persons extending credit to, contracting with or having any claim against the
Trust or the Fund shall look only to the assets of the Trust or the Fund for
payment thereof and that the shareholders shall not be personally liable
therefor, and further provides that every note, bond, contract, instrument,
certificate or undertaking made or issued on behalf of the Trust may include a
notice that such instrument was executed on behalf of the Trust and that the
obligations of such instruments are not binding upon any of the shareholders of
the Trust individually, but are binding only on the assets and property of the
Trust.
Based on the foregoing and our examination of such questions of law as
we have deemed necessary and appropriate for the purpose of this opinion, and
assuming that (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Trust's Prospectus included in the Post-Effective Amendment
and in accordance with the Trust Instrument, (ii) all consideration for the
Shares will
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The Montgomery Funds
May 31, 2000
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be actually received by the Trust, and (iii) all applicable securities laws will
be complied with, it is our opinion that, when issued and sold by the Trust, the
Shares will be legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Post-Effective
Amendments and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written consent.
We disclaim any obligation to advise you of any developments in areas covered by
this opinion that occur after the date of this opinion.
We hereby consent to (i) the reference to our firm as Legal Counsel in
the Prospectus included in the applicable Post-Effective Amendments, and (ii)
the filing of this opinion as an exhibit to those Post-Effective Amendments.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
