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EXHIBIT (i)
Opinion of Ropes & Gray
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ROPES & GRAY
ONE FRANKLIN SQUARE
1301 K STREET, N.W.
SUITE 800 EAST
WASHINGTON, DC 20005
WRITER'S DIRECT DIAL NUMBER: (202) 626-3925
June 12, 2000
BB&T Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest ("Shares") of the
BB&T Funds ("Trust"), as permitted by Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). You propose to file a post-effective
amendment on Form N-1A (the "Post-Effective Amendment") to your Registration
Statement as required by Section 10(a)(3) of the 1933 Act and the Rules
thereunder and Section 8(b) of the 1940 Act and the rules thereunder. The
purpose of this filing is to update disclosure with regard to each Fund of the
Trust described in said Registration Statement (each a "series").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale of
the authorized but unissued Class A, Class B and Trust shares of each Series
have been duly authorized under Massachusetts law. Upon the original issue and
sale of your authorized but unissued Class A, Class B and Trust shares of the
Series and upon receipt of the authorized consideration therefor in an amount
not less than the net asset value of the shares of the Series established and in
force at the time of their sale (plus any applicable sales charge), the Class A,
Class B and Trust shares of the Series issued will be validly issued, fully paid
and non-assessable.
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BB&T Funds
June 12, 2000
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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 provides for indemnification out
of the property of a particular series of Shares for all loss and expenses of
any shareholder of that series held personally liable solely by reason of his
being or having been a shareholder. Thus, the risk of shareholder liability is
limited to circumstances in which that series of Shares itself would be unable
to meet its obligations.
We understand that this opinion is to be used in connection with the filing
of the Post- Effective Amendment. We consent to the filing of this opinion with
and as part of your Post- Effective Amendment.
Sincerely,
/s/ Ropes & Gray
Ropes & Gray
