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Exhibit I.
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(215) 988-2757 (fax)
December 21, 2000
UAM Funds Trust
211 Congress Street
Fourth Floor
Boston, MA 02110
RE: UAM Funds Trust - Shares of Beneficial Interest
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Ladies and Gentlemen:
We have acted as counsel for UAM Funds Trust, a Delaware business trust
("UAM"), in connection with the registration by UAM of shares of beneficial
interest without par value of its IRA Capital Preservation Portfolio (the
"Portfolio"). The Agreement and Declaration of Trust of UAM authorizes the
issuance of an unlimited number of shares of beneficial interest, which are
divided into multiple series and classes (each a "Class" and collectively
"Classes"). The shares of beneficial interest designated into each such series
are referred to herein as the "Shares." You have asked for our opinion on
certain matters relating to the Shares of the Portfolio.
We have reviewed UAM's Agreement and Declaration of Trust and By-laws,
resolutions of UAM's Board of Trustees ("Board"), certificates of public
officials and of UAM's officers and such other legal and factual matters as we
have deemed appropriate. We have also reviewed UAM's Registration Statement on
Form N-1A under the Securities Act of 1933 (the "Registration Statement"), as
amended through Post-Effective Amendment No. 45 thereto.
This opinion is based exclusively on the Delaware Business Trust Act and
the federal law of the United States of America.
We have assumed the following for purposes of this opinion:
1. The shares of beneficial interest have been issued in accordance with
the Agreement and Declaration of Trust and By-laws of UAM
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UAM Funds Trust
December 21, 2000
Page 2
and resolutions of UAM's Board relating to the creation, authorization
and issuance of the Shares.
2. Prior to the issuance of any future Shares, the Board (a) will duly
authorize the issuance of such future Shares, (b) will determine with
respect to each class of such future Shares the preferences, limitations
and relative rights applicable thereto and (c) if such future Shares are
classified into separate series, will duly take the action necessary to
create such series and to determine the relative designations,
preferences, limitations and rights thereof.
3. With respect to the future Shares, there will be compliance with the
terms, conditions and restrictions applicable to the issuance of such
Shares that are set forth in (i) UAM's Agreement and Declaration of
Trust and By-laws, each as amended as of the date of such issuance, and
(ii) the applicable future series designations.
4. The Board will not change the preferences, limitations or relative
rights of any class or series of Shares after any shares of such class
or series have been issued.
Based upon the foregoing, we are of the opinion that the Shares of the
Portfolio will be, when issued in accordance with, and sold for the
consideration described in the Registration Statement, validly issued, fully
paid and non-assessable by UAM, and that the holders of the Portfolio's Shares
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the general
corporation law of the State of Delaware (except that we express no opinion as
to such holders who are also trustees of UAM).
We consent to the filing of this opinion with Post-Effective Amendment No.
45 to the Registration Statement to be filed by UAM with the Securities and
Exchange Commission.
Very truly yours,
/s/ /Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
AT/KG
