EXHIBIT 12
[FORM OF OPINION]
_______ __, 2005
Board of Trustees
CCMI Funds
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Board of Trustees
STI Classic Funds
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: AGREEMENT AND PLAN OF REORGANIZATION, DATED ________ __,
2005 (THE "AGREEMENT"), BY AND BETWEEN THE STI CLASSIC FUNDS,
A MASSACHUSETTS BUSINESS TRUST, ON BEHALF OF ITS SERIES, STI
CLASSIC FUNDS GROWTH & INCOME FUND, STI CLASSIC INVESTMENT
GRADE BOND FUND, AND STI NORTH CAROLINA TAX-EXEMPT BOND FUND
(COLLECTIVELY, THE "ACQUIRING FUNDS" AND INDIVIDUALLY, AN
"ACQUIRING FUND") AND THE CCMI FUNDS, A MASSACHUSETTS BUSINESS
TRUST, ON BEHALF OF ITS SERIES, CCMI EQUITY FUND, CCMI BOND
FUND, AND CCMI NORTH CAROLINA TAX-EXEMPT BOND FUND
(COLLECTIVELY, THE "TRANSFERRING FUNDS" AND INDIVIDUALLY, A
"TRANSFERRING FUND").
Ladies and Gentlemen:
You have requested our opinion as to certain U.S. federal
income tax consequences of the reorganization of each Transferring Fund which
will consist of (i) the transfer of all of the assets of each Transferring Fund
to the corresponding Acquiring Fund, in exchange solely for Class T Shares of
the corresponding Acquiring Fund (the "Acquiring Fund Shares"), (ii) the
assumption by each Acquiring Fund of the liabilities of the corresponding
Transferring Fund, and (iii) the distribution of the Acquiring Fund Shares to
the shareholders of the corresponding Transferring Fund in complete liquidation
of each Transferring Fund upon the terms and conditions set forth in the
Agreement (the "Reorganization").
In rendering our opinion, we have reviewed and relied upon (a)
the Agreement, (b) the proxy materials provided to shareholders of each of the
Transferring Funds in connection with the Special Meeting of Shareholders of the
Transferring Funds held on ____________, 2005 (and as adjourned thereafter) (c)
certain representations concerning the Reorganization made to us by the
Acquiring Funds and the Transferring Funds in letters dated as of
Board of Trustees, CCMI Funds
Board of Trustees, STI Classic Funds
________ __, 2005
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____________, 2005 (collectively, the "Representation Letters"), (d) all other
documents, financial and other reports and corporate minutes which we deemed
relevant or appropriate, and (e) such statutes, regulations, rulings and
decisions as we deemed material to the rendition of this opinion. All terms used
herein, unless otherwise defined, are used as defined in the Agreement.
For purposes of this opinion, we have assumed that the
Transferring Funds and the Acquiring Funds as of the Effective Time of the
Reorganization satisfy, and following the Reorganization, the Acquiring Funds
will continue to satisfy, the requirements of subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company ("RIC").
Under regulations to be prescribed by the Secretary of
Treasury under Section 1276(d) of the Code, certain transfers of market discount
bonds will be excepted from the requirement that accrued market discount be
recognized on disposition of a market discount bond under Section 1276(a) of the
Code. Such regulations are to provide, in part, that accrued market discount
will not be included in income if no gain is recognized under Section 361(a) of
the Code where a bond is transferred in an exchange qualifying as a tax-free
reorganization. As of the date hereof, the Secretary has not issued any
regulations under Section 1276 of the Code.
Based on the foregoing and provided the Reorganization is
carried out in accordance with the laws of the Commonwealth of Massachusetts,
the Agreement, and the Representation Letters, it is our opinion that:
1. The Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a) of the Code, and
the Transferring Fund and the Acquiring Fund will each be a "party to
the reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Transferring Fund solely in
exchange for Acquiring Fund Shares (except to the extent that such
assets consist of contracts described in Section 1256 of the Code) and
the assumption by the Acquiring Fund of all of the liabilities of the
Transferring Fund pursuant to Section 1032(a) of the Code.
3. No gain or loss will be recognized by the Transferring Fund
upon the transfer of all of its assets to the Acquiring Fund solely in
exchange for Acquiring Fund Shares and the assumption by the Acquiring
Fund of all of the liabilities of the Transferring Fund or upon the
distribution of Acquiring Fund Shares to shareholders of the
Transferring Fund pursuant to Sections 361(a) and (c) and 357(a) of the
Code. We express no opinion as to whether any accrued market discount
will be required to be recognized as ordinary income pursuant to
Section 1276 of the Code.
4. No gain or loss will be recognized by the shareholders of
the Transferring Fund upon the exchange of their shares of the
Transferring Fund for Acquiring Fund Shares (including fractional
shares to which they may be entitled) pursuant to Section 354(a) of the
Code.
Board of Trustees, CCMI Funds
Board of Trustees, STI Classic Funds
________ __, 2005
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5. The aggregate tax basis of Acquiring Fund Shares received
by each shareholder of the Transferring Fund (including fractional
shares to which they may be entitled) will be the same as the aggregate
tax basis of the Transferring Fund shares exchanged therefor pursuant
to Section 358(a)(1) of the Code.
6. The holding period of the Acquiring Fund Shares received by
the shareholders of the Transferring Fund (including fractional shares
to which they may be entitled) will include the holding period of the
Transferring Fund shares surrendered in exchange therefor, provided
that the Transferring Fund shares were held as a capital asset as of
the Effective Time of the Reorganization pursuant to Section 1223(1) of
the Code.
7. The tax basis of the assets of the Transferring Fund
received by the Acquiring Fund will be the same as the tax basis of
such assets to the Transferring Fund immediately prior to the exchange
pursuant to Section 362(b) of the Code.
8. The holding period of the assets of the Transferring Fund
received by the Acquiring Fund will include the period during which
such assets were held by the Transferring Fund pursuant to Section
1223(2) of the Code.
9. The Acquiring Fund will succeed to and take into account as
of the date of the transfer (as defined in Section 1.381(b)-1(b) of the
Treasury Regulations) the items of the Transferring Fund described in
Section 381(c) of the Code, subject to the conditions and limitations
specified in Sections 381(b) and (c), 382, 383 and 384 of the Code.
However, the STI Classic Tax-Exempt Bond Fund will be treated as the
same corporation as the CCMI North Carolina Tax Exempt Bond Fund and
the limitations described in the preceding sentence shall not apply to
it.
Our opinions are limited solely to the Reorganization. This
opinion letter expresses our views only as to U.S. federal income tax laws in
effect as of the date hereof. It represents our best legal judgment as to the
matters addressed herein, but is not binding on the Internal Revenue Service or
the courts. Accordingly, no assurance can be given that the opinions and
analysis expressed herein, if contested, would be sustained by a court. Our
opinion is based upon the Code, the applicable Treasury Regulations promulgated
thereunder, the present position of the Internal Revenue Service as set forth in
published revenue rulings and revenue procedures, present administrative
positions of the Internal Revenue Service, and existing judicial decisions, all
of which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of this letter.
Our opinions are conditioned upon the performance by STI
Classic Funds, on behalf of the Acquiring Funds, and CCMI Funds, on behalf of
the Transferring Funds, of their respective undertakings in the Agreement and
the Representation Letters.
Our opinions are being rendered to the STI Classic Funds, on
behalf of the Acquiring Funds, and CCMI Funds, on behalf of the Transferring
Funds, and may be relied upon only by STI Classic Funds (and its Board of
Trustees), CCMI Funds (and its Board of Trustees),
Board of Trustees, CCMI Funds
Board of Trustees, STI Classic Funds
________ __, 2005
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the Transferring Funds, the Acquiring Funds, and the shareholders of the
Transferring Funds and the Acquiring Funds.
Very truly yours,
DRAFT
