CLINE, WILLIAMS, WRIGHT
JOHNSON & OLDFATHER
1900 First Bank Building
Lincoln, NE 68508
(402) 474-6900
May 28, 1997
First Omaha Funds, Inc.
One First National Center
Omaha, NE 68102-1596
Re: Registration of Securities Pursuant to Rule 24f-2
First Omaha Funds, Inc.
1933 Act Reg. No. 33-85982
1940 Act Reg. No. 811-8846
Ladies and Gentlemen:
Our opinion has been requested in connection with the registration of
shares of First Omaha Funds, Inc. (the "Fund"), pursuant to Rule 24f-2 under
the Investment Company Act of 1940. We have conducted such legal and factual
inquires as we have deemed necessary under the circumstances, including, but not
limited to, a review of the above-referenced registration statement and
amendments thereto, a review of the audited financial statements of the Fund as
of, and for the fiscal year ended, March 31, 1997 and a review of the Notice to
be filed on behalf of the Fund pursuant to Rule 24f-2 (the "Notice"). Based
upon such inquiries, it is our opinion that all shares of Common Stock sold by
the Fund during the fiscal year ended March 31, 1997 were legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion in connection with the Notice to
be filed with the Securities and Exchange Commission pursuant to Rule 24f-2.
Very truly yours,
/s/ DONALD F. BURT
------------------
DONALD F. BURT
For the Firm
DFB/mk
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
First Omaha Funds, Inc., One First National Center, Omaha, NE 68102-1596
2. Name of each series or class of funds for which this notice is filed:
First Omaha Small Cap Value Fund
First Omaha Equity Fund
First Omaha Balanced Fund
First Omaha Fixed Income Fund
First Omaha Short/Intermediate Fixed Income Fund
First Omaha U.S. Government Obligations Fund
3. Investment Company Act File Number: 811-8846
Securities Act File Number: 33-85982
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
(_)
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
399,177,555 shares; $467,355,163
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
399,177,555 shares; $467,355,163
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
2,581,289 shares; $27,728,043
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $467,355,163
-----------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 27,728,043
-----------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -416,648,667
-----------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction
to filing fees pursuant to rule 24e-2 (if
applicable): + 0
-----------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on rule
24f-2 [line (i), plus line (ii), less line (iii),
plus line (iv)] (if applicable): 78,434,539
-----------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
-----------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 23,768.04
==========
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
(x)
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: May 27, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)<F1> /s/Richard P. Snyder
--------------------------
Richard P. Snyder,
Vice President and Treasurer
--------------------------
Date May 28, 1997
-----------------
<F1> Please print the name and title of the signing officer below the
signature.
