Exhibit (11)
ATTORNEYS AT LAW | |
777 East Wisconsin Avenue | |
Milwaukee, WI 53202-5306 | |
414.271.2400 TEL | |
414.297.4900 FAX | |
foley.com |
CLIENT/MATTER NUMBER | |
August 1, 2012 | 082961-0128 |
Hennessy Mutual Funds, Inc.
7250 Redwood Blvd.
Suite 200
Novato, California 94945
Ladies and Gentlemen:
We have acted as counsel for Hennessy Mutual Funds, Inc. (the “Company”) in connection with the preparation of a Registration Statement on Form N-14 relating to the issuance of shares of common stock (such shares of common stock being hereinafter referred to collectively as the “Shares”), pursuant to an Agreement and Plan of Reorganization (the “Agreement and Plan of Reorganization”), by and among the Company, on behalf of the Hennessy Focus 30 Fund and the Hennessy Cornerstone Growth Fund, the Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Large Growth Fund, and The FBR Funds, on behalf of the FBR Large Cap Fund, the FBR Mid Cap Fund and the FBR Small Cap Fund, in the manner set forth in the Registration Statement on Form N-14 to which reference is made (the “Registration Statement”). In this connection we have examined: (a) the Registration Statement on Form N-14; (b) the Company’s charter documents, as amended to date; (c) corporate proceedings relative to the authorization for issuance of the Shares; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion, including the Agreement and Plan of Reorganization.
Based upon and subject to the foregoing, and assuming that (a) the Registration Statement and any amendments thereto are effective and comply with all applicable laws and (b) all Shares are issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Agreement and Plan of Reorganization and the Registration Statement (and any amendments thereto), we are of the opinion that the Shares when sold as contemplated in the Registration Statement will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner LLP
FOLEY & LARDNER LLP
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