Exhibit(11)
[LOGO] WILMERHALE
Xxxxxxx X. Xxxxxx
x0 000 000 0000(t)
x0 000 000 0000(f)
xxxxxxx.xxxxxx@xxxxxxxxxx.xxx
August 28, 2009
Barclays Global Investors Funds
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Barclays Global Investors Funds (the "Trust") was established as a Delaware
statutory trust under a Certificate of Trust dated November 27, 2001 (the
"Certificate of Trust") and an Agreement and Declaration of Trust dated November
27, 2001, as amended and restated on November 17, 2006 and further amended on
December 11, 2007 (the "Declaration of Trust"). The beneficial interests
thereunder are represented by transferable shares of beneficial interest, no par
value.
The Trustees have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions provided therein. Pursuant to Article II,
Section 2.01 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 II, Section 2.02 of the Declaration of Trust, the Trustees
are empowered in their discretion to issue shares of any series for such amount
and type of consideration, including cash or securities, and on such terms as
the Trustees may authorize, all without action or approval of the shareholders.
As of the date of this opinion, the Trust consists of thirteen series of shares
of beneficial interest, certain of which are divided into classes as set forth
on Exhibit A.
We have examined the Certificate of Trust, 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 issuance of the Fund 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 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.
Our opinions below are qualified to the extent that they may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the rights and
remedies of creditors generally, (ii) statutory
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Frankfrut London Los Angeles New York
Oxford Palo Alto Waltham Washington
[LOGO] WILMERHALE
Barclays Global Investors Funds
August 28, 2009
Page 2
or decisional law concerning recourse by creditors to security in the absence of
notice or hearing, and (iii) duties and standards imposed on creditors and
parties to contracts, including, without limitation, requirements of good faith,
reasonableness and fair dealing. Further, we do not express any opinion as to
(a) the availability of the remedy of specific performance or any other
equitable remedy upon breach of any provision of any agreement whether applied
by a court of law or equity, (b) the successful assertion of any equitable
defense, or (c) the right of any party to enforce the indemnification or
contribution provisions of any agreement.
In rendering the opinion below, insofar as it relates to the good standing and
valid existence of the Trust, we have relied solely on a certificate of the
Secretary of State of the State of Delaware, dated as of a recent date, and such
opinion is limited accordingly and is rendered as of the date of such
certificate.
This opinion is limited to the Delaware Statutory Trust Act statute (which for
this purpose includes applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws), and we express no opinion
with respect to the laws of any other jurisdiction or to any other laws of the
State of Delaware. Further, we express no opinion as to compliance with any
state or federal securities laws, including the securities laws of the State of
Delaware.
Subject to the foregoing, we are of the opinion that the Trust is a duly
organized and validly existing statutory trust in good standing under the laws
of the State of Delaware and that the shares of beneficial interest of the
Trust, when issued in accordance with the terms, conditions, requirements and
procedures set forth in the Declaration of Trust, the Trust's Registration
Statement on Form N-14, and the Agreement and Plan of Reorganization between the
Trust on behalf of the LifePath 2010 Portfolio and the LifePath Retirement
Portfolio will constitute legally and validly issued, fully paid and
non-assessable shares of beneficial interest in the Trust, subject to compliance
with the Securities Act of 1933, as amended (the "Securities Act"), the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities.
We are opining only as to the specific legal issues expressly set forth herein,
and no opinion should be inferred as to any other matters. We are opining on the
date hereof as to the law in effect on the date hereof, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments that might affect any matters or
opinions set forth herein.
[LOGO] WILMERHALE
Barclays Global Investors Funds
August 28, 2009
Page 3
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Trust's Registration
Statement in accordance with the requirements of Form N-14 under the Securities
Act. In giving such consent, we do not hereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission.
Sincerely yours,
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx, Partner
Exhibit A
Series Class
-------------------------------- --------------------
Treasury Money Market Fund Capital Shares
Institutional Shares
Premium Shares
Select Shares
SL Agency Shares
Trust Shares
Government Money Market Fund Capital Shares
Institutional Shares
Premium Shares
Select Shares
SL Agency Shares
Trust Shares
Institutional Money Market Fund AON Captive Shares
Capital Shares
Institutional Shares
Premium Shares
Select Shares
SL Agency Shares
Trust Shares
Prime Money Market Fund Capital Shares
Institutional Shares
Premium Shares
Select Shares
SL Agency Shares
Trust Shares
LifePath(R) Retirement Portfolio Class I
Class R
Class S
LifePath 2010(R) Portfolio Class I
Class R
Class S
LifePath 2020(R) Portfolio Class I
Class R
Class S
LifePath 2030(R) Portfolio Class I
Class R
Class S
A-1
Series Class
-------------------------------- --------------------
LifePath 2040(R) Portfolio Class I
Class R
Class S
LifePath(R) 2050 Portfolio Class I
Class R
Class S
Bond Index Fund N/A
S&P 500 Stock Fund N/A
BGI CoreAlpha Bond Fund Class S
A-2
