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LAW OFFICES
DRINKER BIDDLE & REATH LLP
One Logan Square
18/th/ and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
TELEPHONE: (215) 988-2700
FAX: (215) 988-2757
August 28, 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. 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.
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. 44 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 action necessary to create such series
and to
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UAM
August 28, 2000
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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 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 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. 44 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
