Exhibit (12)
July 22, 2002
Fifth Third Large Cap Growth Fund
Fifth Third Large Cap Core Fund
-- Fifth Third Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization dated as of April 4, 2001 (the "Agreement"), between Fifth Third
Funds (the "Acquiring Trust"), a Massachusetts business trust, on behalf of
Fifth Third Funds ("Acquiring Fund") and Kent Funds (the "Target Fund"). The
Agreement describes a proposed transaction (the "Transaction") to occur on July
22, 2002, or such other date as may be decided by the parties (the "Exchange
Date"), pursuant to which the Acquiring Fund will acquire substantially all of
the assets of Target Fund in exchange for shares of beneficial interest in the
Acquiring Fund (the "Acquiring Fund Shares") and the assumption by the Acquiring
Fund of all of the liabilities of the Target Fund following which the Acquiring
Fund Shares received by the Target Fund will be distributed by the Target Fund
to its shareholders in liquidation of the Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections ___ and ___ of the Agreement. Capitalized terms not defined
herein are defined in the Agreement.
The Target Fund is a Trust which is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company. Shares of the Target Fund are redeemable at net asset value
at each shareholder's option. The Target Fund has elected to be a regulated
investment company for federal income tax purposes under Section 851 of the
Internal Revenue Code of 1986, as amended (the "Code").
The Acquiring Fund is a series of the Trust which is registered under
the 1940 Act as an open-end management investment company. Shares of the
Acquiring Fund are redeemable at net asset value at each shareholder's option.
For purposes of this opinion, we have considered the Agreement, the
Proxy Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you provided us with a letter dated as of the date
hereof, representing as to certain facts, occurrences and information upon which
you have indicated that we may rely in rendering this opinion (whether or not
contained or reflected in the documents and items referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a reorganization within the
meaning of Section 368(a) of the Code. Acquiring Fund and
Target Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
(ii) No gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Target Fund in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund
of the liabilities of the Target Fund;
(iii) The basis in the hands of Acquiring Fund of the assets of the
Target Fund transferred to the Acquiring Fund in the
transaction will be the same as the basis of such assets in
the hands of the Target Fund immediately prior to the
transfer;
(iv) The holding periods of the assets of Target Fund in the hands
of the Acquiring Fund will include the periods during which
such assets were held by the Target Fund;
(v) No gain or loss will be recognized by the Target Fund upon the
transfer of the Target Fund's assets to the Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Target Fund, or upon
the distribution of Acquiring Fund Shares by the Target Fund
to its shareholders in liquidation;
(vi) No gain or loss will be recognized by the Target Fund
shareholders upon the exchange of their Target Fund Shares for
Acquiring Fund Shares;
(vii) The aggregate basis of Acquiring Fund Shares a Target Fund
shareholder receives in connection with the transaction will
be the same as the aggregate basis of his or her Target Fund
Shares exchanged therefor;
(viii) A Target Fund shareholder's holding period for his or her
Acquiring Fund Shares will be determined by including the
period for which he or she held the Target Fund Shares
exchanged therefor, provided that he or she held such Target
Fund Shares as capital assets; and
(ix) The Acquiring Fund will succeed to and take into account the
items of the Target Fund described in Section 381(c) of the
Code. The Acquiring Fund will take these items into account
subject to the conditions and limitations specified in
Sections 381, 382, 383 and 384 of the Code and the Regulations
thereunder.
Very truly yours,
DRAFT
Ropes & Gray
