CM Advisors Family of Funds
805 Las Cimas Parkway, Suite 430
Austin, Texas 78746
Dear Ladies and Gentlemen:
We have acted as counsel for the CM Advisors Family of Funds (the “Trust”) in connection with the preparation of a Registration Statement on Form N-14 relating to the issuance of Trust shares at beneficial interest, par value $0.001 per share (such shares of beneficial interest being hereinafter referred to collectively as the “Shares”) of the CM Advisors Small Cap Value Fund, a series of the Trust (the “Fund”), pursuant to an Agreement and Plan of Reorganization and Termination (the “Agreement and Plan of Reorganization”), by and among the Trust, on behalf of the Fund and the CM Advisors Fund series of the Trust, 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 and are familiar with originals or copies (certified or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the organization of the Trust and to the authorization and issuance of shares of the Funds, as we have deemed necessary and advisable.
In rendering this opinion, we have reviewed and relied upon a copy of the Registration Statement, the Trust’s Certificate of Trust, the Trust’s Amended and Restated Agreement and Declaration of Trust, the Trust’s Amended and Restated By-Laws, the Trust’s record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates and oral representations of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we have deemed necessary and advisable. In our examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies.
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 under the laws to the State of Delaware.
ANCHORAGE ATLANTA AUGUSTA CHARLOTTE DALLAS DENVER HOUSTON LOS ANGELES NEW YORK RALEIGH SAN DIEGO
SAN FRANCISCO SEATTLE SHANGHAI SILICON VALLEY STOCKHOLM TOKYO WALNUT CREEK WASHINGTON WINSTON-SALEM
