Law Offices
Stradley Ronon Stevens & Young, LLP
1250 Connecticut Avenue, NW
Washington, DC 20036
(202) 822-9611
June 25, 2014
Nationwide Mutual Funds
1000 Continental Drive, Suite 400
King of Prussia, Pennsylvania 19406
| | Subject: | Registration Statement on Form N-14 |
Ladies and Gentlemen:
We have acted as counsel to Nationwide Mutual Funds, a Delaware statutory trust (the “Trust”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued in connection with the acquisition of all of the property and assets of, and the assumption of all of the liabilities of, the Nationwide Short Duration Bond Fund, a series of the Trust, by and in exchange for Class A, Class C, Institutional Class and Institutional Service Class shares of the Nationwide HighMark Short Term Bond Fund (“Shares”), a series of the Trust (the “Transaction”).
In connection with our giving of this opinion, we have examined: (i) a copy of the Trust’s Certificate of Trust, as filed with the Secretary of State of the State of Delaware on October 1, 2004, and amended on April 24, 2007 and January 14, 2011; (ii) the Trust’s Second Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) amended and restated as of June 17, 2009; (iii) the Trust’s Second Amended and Restated Bylaws, amended and restated as of June 17, 2009 (“Bylaws”); (iv) a Good Standing Certificate, dated June 24, 2014, from the Secretary of State of the State of Delaware; and (v) resolutions adopted by the Board of Trustees of the Trust (the “Board”) in connection with the Transaction as well as other documents and items we deem material to this opinion.
This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Trust, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.
We have assumed the following for purposes of this opinion:
1. The Shares will be issued in accordance with the Declaration of Trust, Bylaws and resolutions of the Board relating to the creation, authorization and issuance of shares.
2. The Shares will be issued against payment therefor as described in the Prospectus/Information Statement and Statement of Additional Information relating thereto included in the Registration Statement, and that such payments will have been at least equal to their respective net asset values.
On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.
Nationwwide Mutual Funds
June 25, 2014
Page 2
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and any amendments related thereto.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
BY: /s/Peter M. Hong
Peter M. Hong, a Partner
