______________, 2000
First Omaha Funds, Inc.
One First National Center
Omaha, Nebraska 68102-1596
Ladies and Gentlemen:
We have acted as counsel to First Omaha Funds, Inc. (the "Company"), a
corporation organized under the laws of the State of Nebraska. We understand
that you intend to file forthwith with the Securities and Exchange Commission,
on Form N-1A, Post-Effective Amendment No. 12 to the Company's Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act"),
and Amendment No. 13 to the Company's Registration Statement under the
Investment Company Act of 1940, as amended (the "Investment Company Act")
(collectively, the "Registration Statement"), in connection with the continuous
offering on and after December 15, 2000, of shares of Common Stock of the First
Omaha Income Fund, Nebraska Tax-Exempt and Colorado Tax-Exempt Fund, each a
portfolio of the Company (collectively, the "New Funds"). We understand that our
opinion is required to be filed as an exhibit to the Registration Statement.
In rendering the opinion set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(i) the Registration Statement;
(ii) the Articles of Incorporation and Bylaws of the Company; and
(iii) such other documents and matters as we have deemed necessary and
appropriate to render this opinion, subject to the limitations,
assumptions and qualifications contained herein.
As to any facts or questions of fact material to the opinions expressed
herein, we have relied exclusively upon the aforesaid documents and upon
certificates, representations and declarations of the officers or other
representatives of the Company. We have made no independent investigation
whatsoever as to such factual matters.
In reaching the opinions set forth below, we have assumed, without
independent investigation or inquiry, that:
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(a) all documents submitted to us as originals are authentic; all
documents submitted to us as certified or photostatic copies
conform to the original documents; all signatures on all
documents submitted to us for examination are genuine; and all
documents and public records reviewed are accurate and complete;
and
(b) all representations, warranties, certifications and statements
with respect to matters of fact and other factual information (i)
made by public officers; or (ii) made by officers or
representatives of the Company are accurate, true, correct and
complete in all material respects.
Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nebraska.
2. The issuance and sale of the shares of the New Funds have been
duly and validly authorized by all necessary corporation action
on the part of the Company.
3. The shares of the New Funds, when issued and sold by the Company
for cash consideration pursuant to and in the manner contemplated
by the Registration Statement, will be legally and validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the references to our firm therein.
Sincerely yours,
Cline, Williams, Wright, Johnson & Oldfather, L.L.P.
