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Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
July 25, 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 FPA Crescent 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. 43 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 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
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action necessary to create such series and to determine
the relative designations, preferences, limitations and
relative 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. 43 to the Registration Statement to be filed by UAM with the
Securities and Exchange Commission.
Sincerely yours,
/s/ Drinker Biddle & Reath LLP
DRINKER BIDDLE & REATH LLP
