XXXXX, XXXX & XXXXX, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
XXXXXXX X. XXXXXXXX
(000) 000-0000
(000) 000-0000 (FAX)
xxxxxxxxx@xxxxxxxxx.xxx
Galveston Office
ATTORNEYS AT LAW
XXX XXXXX XXXXX, 00XX XXXXX
XXXXXXXXX, XXXXX 00000-0000
FAX (000) 000-0000
(000) 000-0000
(000) 000-0000 (HOUSTON)
xxx.xxxxxxxxx.xxx
BAY AREA HOUSTON OFFICE:
0000 XXXXX XXXXX XXXX., XXXXX 000
XXXXXX XXXX, XXXXX 00000
FAX (000) 000-0000
October 6, 2008
American National Investment Accounts, Inc.
0000 Xxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxx 00000
RE: American National Investment Accounts, Inc.
Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to American National Investment Accounts, Inc., a
Maryland corporation registered as an open-end management investment company
(the "Company") under the Investment Company Act of 1940, as amended, in
connection with certain matters arising out of the intended execution,
delivery and performance of an Agreement and Plan of Reorganization (the
"Plan") by the Company on behalf of two of its series, the American National
Small-Cap/Mid-Cap Portfolio (the "Acquired Fund") and the American National
Growth Portfolio (the "Acquiring Fund"). The Plan provides for the issuance
at net asset value of an indefinite number of shares of the Acquiring
Portfolio, $.01 par value per share (the "Shares"), in exchange for all of the
assets of the Acquired Portfolio and the Acquiring Portfolio's assumption of
the Acquired Portfolio's liabilities, under the above-referenced Registration
Statement on Form N-14 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission").
In connection with issuing this opinion, we have examined copies, either
certified or otherwise proved to our satisfaction to be genuine, of the
Registration Statement relating to the Shares, substantially in the form in
which it is to be filed with the Commission, the Company's Articles of
Incorporation, as amended and restated and as supplemented, and such other
corporate records, resolutions, prospectuses, and other material we deemed
necessary and appropriate as a basis for this opinion. We have assumed the
authenticity of all documents, and the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies. We
have also assumed that the Shares will be issued and sold as described in the
Registration Statement and the Plan. We issue this opinion based on and in
reliance on the foregoing and subject to the assumptions, limitations, and
qualifications set forth herein.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when and if issued and delivered against payment therefor in
accordance with the Registration Statement and the Plan, will be legally
issued, fully paid and nonassessable.
We consent to the attachment of this opinion to the Registration Statement,
and we consent to the reference to our firm as counsel in the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
We are members of the State Bar of Texas and do not hold ourselves out as
being conversant with the laws of any jurisdiction other than those of the
United States of America and the State of Texas. We note that we are not
licensed to practice law in the State of Maryland, and to the extent that any
opinion herein involves the laws of the State of Maryland, such opinion should
be understood to be based solely on our review of the documents referred to
above and the published statutes of the State of Maryland.
The opinion expressed herein is limited to the matters specifically set forth
herein, and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
Yours very truly,
/s/ Xxxxx, Xxxx & Xxxxx, L.L.P.
Xxxxx, Xxxx & Xxxxx, L.L.P.
October 6, 2008 Page 2
Re: American National Investment Accounts, Inc.
Registration Statement on Form N-14
