EXHIBIT 12
DRINKER XXXXXX & XXXXX LLP
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(000) 000-0000
Fax: (000) 000-0000
xxx.xxx.xxx
April 11, 2001
Galaxy Fund II
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Re: AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN GALAXY FUND II
AND THE PILLAR FUNDS
Dear Sir or Madam:
We have been asked to give our opinion on the Federal income
tax consequences to shareholders of the transactions contemplated in the above
Agreement and Plan of Reorganization. In our opinion, the material Federal
income tax consequences to shareholders of such transactions are accurately
described in the subsection entitled "THE REORGANIZATION -- Federal Income Tax
Considerations" in the Combined Proxy Statement and Prospectus contained in the
Registration Statement being filed this day with the Securities and Exchange
Commission.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. This does not constitute a consent under section 7
of the Securities Act of 1933, and in so consenting we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under section 7 or under the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
/s/ DRINKER XXXXXX & XXXXX LLP
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DRINKER XXXXXX & XXXXX LLP
