Exhibit 12
DRINKER XXXXXX & XXXXX LLP
One Xxxxx Square
00/xx/ xxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
(000) 000-0000
Fax: (000) 000-0000
xxx.xxx.xxx
September 7, 2000
Firstar Funds, Inc.
Firstar Funds Center
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Re: Agreement and Plan of Reorganization By and Between Firstar Funds,
Inc. and Firstar Stellar Funds and Agreement and Plan of
Reorganization By and Between Firstar Funds, Inc. and Mercantile
----------------------------------
Mutual Funds, Inc.
----------------------------------------------------------------
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 each 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: a) "THE REORGANIZATION -- Federal Income
Tax Considerations" in the Combined Proxy Statement/Prospectus relating to the
reorganization of the investment portfolios offered by Firstar Stellar Funds
into investment portfolios offered by Firstar Funds, Inc., and b) "THE
REORGANIZATION -- Federal Income Tax Considerations" in the Combined Proxy
Statement/Prospectus relating to the reorganization of the investment portfolios
offered by Mercantile Mutual Funds, Inc. into investment portfolios offered by
Firstar Funds, Inc., in each case, as 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
