Exhibit (i)
[LETTERHEAD OF XXXX AND XXXX LLP]
February 22, 2000
Northern Funds
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
Northern Funds (the "Trust") is a Massachusetts business trust created
under a written Agreement and Declaration of Trust dated, executed and delivered
in Boston, Massachusetts on October 12, 1993, as amended from time to time (as
so amended, the "Declaration of Trust"). The beneficial interests thereunder
are represented by transferable shares of beneficial interest, $.0001 par value
per share.
The Trustees have the powers set forth in the Declaration of Trust, subject
to the terms, provisions and conditions therein provided. Pursuant to Article
IV, Section 4.1 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 IV, Section 4.1 of the Declaration of Trust, the Trustees
are empowered in their discretion to issue shares of any series for such
consideration, whether cash or other property, and on such terms as the Trustees
may determine (or for no consideration if pursuant to a share dividend or split-
up), all without action or approval of the shareholders. Pursuant to Article IV,
Section 4.2 of the Declaration of Trust, the Trustees have established
thirty-one separate series of shares representing interests in each investment
portfolio referenced on Attachment A hereto.
The Trustees have voted to authorize the officers of the Trust to determine
the appropriate number of shares to be registered, to register with the
Securities and Exchange Commission, and to issue and sell to the public, such
shares.
We have examined the Declaration of Trust and By-Laws, each as amended from
time to time, of the Trust, resolutions of the Board of Trustees relating to the
authorization and issuance of shares of beneficial interest of the Trust, 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
Northern Funds
February 22, 2000
Page 2
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.
For purposes of this opinion letter, we have not made an independent review
of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability of the shares of
the Trust, is qualified to the extent that under Massachusetts law, shareholders
of a Massachusetts business trust may be held personally liable for the
obligations of the Trust. In this regard, however, please be advised that the
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each note,
bond, contract, certificate or undertaking made or issued by the Trustees or
officers of the Trust. Also, the Declaration of Trust provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable for the obligations of the Trust.
We are of the opinion that all necessary Trust action precedent to the
issuance of the shares of beneficial interest of the Trust has been duly taken,
and that all such shares may legally and validly be issued for among other
things, cash, and when sold will be, fully paid and non-assessable by the Trust
upon receipt by the Trust or its agent of consideration therefor in accordance
with terms described in the Trust's Declaration of Trust, subject to compliance
with the Securities Act of 1933, as amended, the Investment Company Act of 1940,
as amended, and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an exhibit to any of the Trust's filings with the Commission.
Except as provided in this paragraph, this opinion may not be relied upon by, or
filed with, any other parties or for any other purpose.
Very truly yours,
/s/ Xxxx and Xxxx LLP
______________________________
Xxxx and Xxxx LLP
ATTACHMENT A
------------
Money Market Fund
U.S. Government Money Market Fund
Municipal Money Market Fund
U.S. Government Select Money Market Fund
California Municipal Money Market Fund
U.S. Government Fund
Short-Intermediate U.S. Government Fund
Fixed Income Fund
Intermediate Tax-Exempt Fund
Florida Intermediate Tax-Exempt Fund
California Intermediate Tax-Exempt Fund
Tax-Exempt Fund
Arizona Tax-Exempt Fund
California Tax-Exempt Fund
International Fixed Income Fund
Income Equity Fund
Stock Index Fund
Growth Equity Fund
Select Equity Fund
Small Cap Index Fund
Small Cap Fund
International Growth Equity Fund
International Select Equity Fund
Technology Fund
Mid-Cap Growth Fund
High Yield Tax-Exempt Fund
High Yield Fixed Income Fund
Tax-Exempt Money Market Fund
Small Cap Growth Fund
MarketCommand Fund
Global Communications Fund
