Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, DC 20036
September 21, 2000
STI Classic Funds
2 Oliver Street
Boston, MA 02109
RE: OPINION OF COUNSEL REGARDING POST-EFFECTIVE AMENDMENT NO. 37 TO THE
REGISTRATION STATEMENT FILED ON FORM N-1A UNDER THE SECURITIES ACT OF
1933 (FILE NO. 33-45671)
Ladies and Gentlemen:
We have acted as counsel to STI Classic Funds, a Massachusetts business trust
(the "Trust"), in connection with the above-referenced Registration Statement on
Form N-1A (as amended, the "Registration Statement") which relates to the
Trust's shares of beneficial interest, without par value (collectively, the
"Shares"). This opinion is being delivered to you in connection with the Trust's
filing of Post-Effective Amendment No. 37 to the Registration Statement (the
"Amendment") to be filed with the Securities and Exchange Commission pursuant to
Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:
(a) a certificate of the Commonwealth of Massachusetts as to the
existence and good standing of the Trust;
(b) copies of the Trust's Agreement and Declaration of Trust and
of all amendments and all supplements thereto (the
"Declaration of Trust");
(c) a certificate executed by Timothy D. Barto, the Assistant
Secretary of the Trust, certifying to and attaching copies of
the Trust's Declaration of Trust and Amended and Restated
By-Laws (the "By-Laws"), and certain resolutions
<PAGE>
adopted by the Board of Trustees of the Trust authorizing the
issuance of the Shares; and
(d) a printer's proof of the Amendment.
In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Trust. We have assumed that the Registration Statement, as filed with the
Securities and Exchange Commission, will be in substantially the form of the
printer's proof referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration of Trust and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and non-assessable
under the laws of the Commonwealth of Massachusetts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/S/ Morgan, Lewis & Bockius LLP
