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XXXXXXXXXXX & XXXXXXXX LLP
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00 XXXXX XXXXXX
XXXXXX, XXXXXXXXXXXXX 00000-0000
TELEPHONE (000) 000-0000
April 28, 2000
Accessor Funds, Inc.
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel to Accessor Funds, Inc., a Maryland
corporation (the "Company"), in connection with Post-Effective Amendment No. 17
(the "PEA") to the Company's Registration Statement on Form N-1A (File No.
33-41245), relating to the issuance and sale of Shares of the Company. You have
requested our opinion with respect to the matters set forth below.
In this opinion letter, the term "Shares" refers to the Investor Class
and Advisor Class shares of common stock of Growth Fund, Value Fund, Small to
Mid Cap Fund, International Equity Fund, Intermediate Fixed-Income Fund,
Short-Intermediate Fixed-Income Fund, High Yield Bond Fund, Mortgage Securities
Fund, and U.S. Government Money Fund, each of which is a series ("Series") of
the Company, that may be issued during the time that the PEA is effective and
has not been superseded by a post-effective amendment and is limited to an
aggregate (including shares that are issued and outstanding as of the effective
date of the PEA but excluding shares that, as of the date a Share is issued,
have been redeemed) of 9,000,000,000 shares of the Company.
In connection with rendering the opinions set forth below, we have
examined copies of the Company's Articles of Incorporation and by-laws, and
resolutions and minutes of meetings of the Company's Board of Directors relating
to the PEA and the issuance and sale of the Shares. We have also examined and
relied upon certificates of public officials. We have not independently
established the facts so relied on.
The opinions expressed in this opinion letter are limited to the laws
(other than the laws relating to choice of law) of the State of Maryland that in
our experience are normally applicable to the issuance of shares by corporations
and to the Securities Act of 1933 ("1933 Act"), the Investment Company Act of
1940 ("1940 Act") and the regulations of the Securities and Exchange Commission
thereunder.
Based on and subject to the foregoing, it is our opinion that:
1. The issuance of the Shares has been duly authorized by the Company.
2. When sold in accordance with the terms contemplated by the PEA,
including receipt by the Company of full payment for the Shares and compliance
with the 1933 Act and the 1940 Act, the Shares will have been validly issued and
will be fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to
the PEA and to the reference to our firm in the statement of additional
information that is being filed as part of the PEA.
Very truly yours,
/s/ Xxxxxxxxxxx & Xxxxxxxx LLP
Xxxxxxxxxxx & Xxxxxxxx LLP
