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Exhibit (i)(2)
Law Offices
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
Fax: (215) 988-2757
October 5, 2000
The Galaxy VIP Fund
4400 Computer Drive
Westborough, MA 01581
Re: The Galaxy VIP Fund - Shares of Beneficial Interest - Large Company
Index Fund and Small Company Index Fund
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Ladies and Gentlemen:
We have acted as counsel for The Galaxy VIP Fund, a Massachusetts
business trust (the "Trust"), in connection with the preparation and filing
with the Securities and Exchange Commission of Post-Effective Amendment No.
12 (the "Amendment") to the Trust's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended, registering shares of beneficial
interest designated as: (a) Class I Shares, representing interests in the
Large Company Index Fund; and (b) Class J Shares, representing interests in
the Small Company Index Fund (collectively, the "Shares"). The Amendment
seeks to register an indefinite number of Shares.
We have reviewed the Trust's Agreement and Declaration of Trust, its
Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have considered
necessary.
This opinion is based exclusively on the laws of the
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The Galaxy VIP Fund
October 5, 2000
Page 2
Commonwealth of Massachusetts and the federal law of the United States of
America. We have relied on an opinion of Ropes & Gray, special Massachusetts
counsel to the Trust, insofar as our opinion below relates to matters arising
under the laws of the Commonwealth of Massachusetts.
Based on the foregoing, it is our opinion that the Shares, when
issued for payment as described in the Trust's prospectus relating to the
Shares and for not less than $0.001 per share, will be validly issued, fully
paid and non-assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Agreement and Declaration of Trust
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each note, bond,
contract, order or other undertaking issued by or on behalf of the Trust or
the Trustees relating to the Trust or any class of shares of beneficial
interest of the Trust. The Agreement and Declaration of Trust provides for
indemnification out of the assets of the particular class of shares for all
loss and expense of any shareholder of that class held personally liable
solely by reason of his being or having been a shareholder. Thus, the risk of
a shareholder's incurring financial loss on account of shareholder liability
is limited to circumstances in which that class of shares itself would be
unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment.
Very truly yours,
/s/Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
