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Exhibit 23 (i)
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Opinion of Counsel
Law Offices of
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
A Limited Liability Partnership Including Professional Corporations
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Telephone (000) 000-0000
Facsimile (000) 000-0000
Internet xxx.xxxx.xxx
January 12, 2000
CCM Partners
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Re: California Investment Trust II (the "Registrant")
Ladies and Gentlemen:
We have acted as counsel to California Investment Trust II, a Massachusetts
business trust (the "Trust"), in connection with Post-Effective Amendments to
the Trust's Registration Statement filed on Form N-1A with the Securities and
Exchange Commission (each a "Post-Effective Amendment" and collectively,
"Post-Effective Amendments") and relating to the issuance of the Trust of an
indefinite number of shares of beneficial interest with no par value (the
"Shares") for the following series of the Trust: European Growth & Income Fund,
Nasdaq-100 Index Fund and Short-Term U.S. Government Bond Fund (each a "Fund"
and collectively, the "Funds").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
(a) the Trust's Agreement and Declaration of Trust dated September 11,
1985, as amended on or about February 20, 1986, March 18, 1987,
February 27, 1989 and February 6, 1992 (as so amended, the
"Declaration of Trust"), certified to us by an officer of the Trust as
being true and complete and in full force effect from September 11,
1985 through the date hereof;
(b) the Bylaws of the Trust, as amended, certified to us by an officer of
the Trust as being true and complete and in full force and effect from
the original date of its adoption through the date hereof;
(c) resolutions adopted by the Board of Trustees of the Trust at meeting
of the Board held on October 26, 1999, certified by an officer of the
Trust as being in full force and effect through the date hereof; and
(e) a certificate of an officer of the Trust concerning certain factual
matters.
Our opinion below is limited to the federal law of the United States of
America and the business trust law of the Commonwealth of Massachusetts. We are
not licensed to practice law in the Commonwealth of Massachusetts, and we have
based our opinion below solely on our review of Chapter 182 of the General Laws
of the Commonwealth of Massachusetts and the case law interpreting such Chapter
as reported in Massachusetts Corporation Law & Practice (Aspen Law & Business
1997 & Supp. 1999). We have not undertaken a review of other Massachusetts law
or of any administrative or court decisions in connection with rendering this
opinion. We disclaim any opinion as to any law other than that of the United
States of America and the business trust law of the Commonwealth of
Massachusetts as described above, and we disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
We note that pursuant to certain decisions of the Supreme Judicial Court of
the Commonwealth of Massachusetts, shareholders of a Massachusetts business
trust may, in certain circumstances, be held personally liable as partners for
the obligations or liabilities of the trust. However, we also note that Article
VIII, Section 1 of the Declaration of Trust provides that all persons extending
credit to, contracting with or having any claim against the Trust or the Funds
shall look only to the assets of the Trust or the Funds for payment thereof and
that the shareholders shall not be personally liable therefor, and further
provides that every note, bond, contract, instrument, certificate or undertaking
made or issued on behalf of the Trust may include a notice that such instrument
was executed on behalf of the Trust and that the obligations of such instruments
are not binding upon any of the shareholders of the Trust individually, but are
binding only on the assets and property of the Trust.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, and
assuming that (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Trust's Prospectus included in the Post-Effective Amendment
and in accordance with the Trust instrument, (ii) all consideration for the
Shares will be actually received by the Trust, and (iii) all
applicable securities laws will be complied with, it is our opinion that, when
issued and sold by the Trust, the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the Post-Effective
Amendments and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written consent.
We disclaim any obligation to advise you of any developments in areas covered by
this opinion that occur after the date of this opinion.
We hereby consent to (i) the reference to our firm as Legal Counsel in the
Prospectus included in the applicable Post-Effective Amendments, and (ii) the
filing of this opinion as an exhibit to those Post-Effective Amendments.
Very truly yours,
/s/ Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
