Exhibit (i)
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June 1, 2007 + 1 617 526 6000 (t)
+ 1 617 526 5000 (f)
xxxxxxxxxx.xxx
Barclays Global Investors Funds
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Barclays Global Investors Funds (the "Trust") was established as a Delaware
statutory trust under a Certificate of Trust dated November 27, 2001 (the
"Certificate of Trust") and an Agreement and Declaration of Trust dated
November 27, 2001, as amended and restated on November 17, 2006 (the
"Declaration of Trust"). The beneficial interests thereunder are represented by
transferable shares of beneficial interest, no par value.
The Trustees have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions provided therein. Pursuant to Article II,
Section 2.01 of the Declaration of Trust, the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited,
and the Trustees are authorized to divide the shares into one or more series of
shares and one or more classes thereof as they deem necessary or desirable.
Pursuant to Article II, Section 2.02 of the Declaration of Trust, the Trustees
are empowered in their discretion to issue shares of any series for such amount
and type of consideration, including cash or securities, and on such terms as
the Trustees may authorize, all without action or approval of the shareholders.
As of the date of this opinion, the Trust consists of eleven series of shares
of beneficial interest, all of which are divided into classes as set forth on
Exhibit A.
We have examined the Certificate of Trust, the Declaration of Trust, the
Amended and Restated By-Laws of the Trust as approved by the Board of Trustees
of the Trust on November 17, 2006, Post-Effective Amendment No. 60 to be filed
with the Securities and Exchange Commission (the "Commission") to the Trust's
Registration Statement on Form N-1A (File Nos. 033-54126; 811-07332) on May 30,
2007 (as so amended, the "Registration Statement"), and such other documents as
we have deemed necessary or appropriate for the purposes of this opinion,
including, but not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Trust records and other
instruments. In our examination of the above documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified of photostatic copies.
Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the rights and
remedies of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing and
(iii) duties and standards imposed on creditors and parties to contracts,
including, without limitation, requirements of good faith, reasonableness and
fair dealing. Further, we do not express any opinion as to (a) the availability
of the remedy of specific performance or any other
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000
Baltimore Beijing Berlin Boston Brussels London New York
Oxford Palo Alto Waltham Washington
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Barclays Global Investors Funds
June 1, 2007
Page 2
equitable remedy upon breach of any provision of any agreement whether applied
by a court of law or equity, (b) the successful assertion of any equitable
defense, or (c) the right of any party to enforce the indemnification or
contribution provisions of any agreement.
In rendering the opinion below, insofar as it relates to the good standing and
valid existence of the Trust, we have relied solely on a certificate of the
Secretary of State of the State of Delaware, dated as of a recent date, and
such opinion is limited accordingly and is rendered as of the date of such
certificate.
This opinion is limited to the Delaware Statutory Trust Act statute (which for
this purpose includes applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws), and we express no opinion
with respect to the laws of any other jurisdiction or to any other laws of the
State of Delaware. Further, we express no opinion as to compliance with any
state or federal securities laws, including the securities laws of the State of
Delaware.
Subject to the foregoing, we are of the opinion that the Trust is a duly
organized and validly existing statutory trust in good standing under the laws
of the State of Delaware and that the shares of beneficial interest of the
Trust, when issued in accordance with the terms, conditions, requirements and
procedures set forth in the Declaration of Trust and the Trust's Registration
Statement on Form N-1A will constitute legally and validly issued, fully paid
and non-assessable shares of beneficial interest in the Trust, subject to
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
the Investment Company Act of 1940, as amended, and the applicable state laws
regulating the sale of securities.
We are opining only as to the specific legal issues expressly set forth herein,
and no opinion should be inferred as to any other matters. We are opining on
the date hereof as to the law in effect on the date hereof, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments that might affect any matters or
opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Form N-1A and to the use of our name therein. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
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June 1, 2007
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Best regards,
XXXXXX XXXXXX XXXXXXXXX
XXXX AND XXXX LLP
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Partner
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June 1, 2007
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Exhibit A
Series Class
------ -----
Bond Index Fund N/A
Government Money Market Fund Institutional Shares
Premium Shares
Select Shares
Trust Shares
Institutional Money Market Fund AON Captive Shares
Institutional Shares
Premium Shares
Select Shares
Trust Shares
LifePath 2010(R) Portfolio Class I
Class R
Class S
LifePath 2020(R) Portfolio Class I
Class R
Class S
LifePath 2030(R) Portfolio Class I
Class R
Class S
LifePath 2040(R) Portfolio Class I
Class R
Class S
LifePath(R) Retirement Portfolio Class I
Class R
Class S
Prime Money Market Fund Institutional Shares
Premium Shares
Select Shares
Trust Shares
S&P 500 Stock Fund N/A
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Series Class
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Treasury Money Market Fund Institutional Shares
Premium Shares
Select Shares
Trust Shares
