Exhibit 99.B(11)
| Goodwin Procter LLP
Counsellors at Law
Exchange Place
Boston, MA 02109 | T: 617.570.1000
F: 617.523.1231
goodwinprocter.com |
December 18, 2012
ING Variable Funds
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
Re: ING Variable Funds.
Registration Statement on Form N-14
File Nos. 002-51739; 811-02514
Ladies and Gentlemen:
As counsel to ING Variable Funds (the “Trust”), a voluntary association with transferable shares under Chapter 182 of the Massachusetts General Laws, commonly referred to as a “Massachusetts business trust,” we have been asked to render our opinion with respect to the issuance of Class ADV, Class I, Class S and Class S-2 shares of beneficial interest of the Trust (the “Shares”), par value $1.00 per share, representing interests in the ING Growth and Income Portfolio (the “Fund”), a series of the Trust, to be issued in connection with (1) the Agreement and Plan of Reorganization by and between the Trust, on behalf of the Fund, and the ING Partners, Inc., on behalf of its series, ING Growth and Income Core Portfolio, dated as of March 23, 2013 (the “First Agreement”), and (2) the Agreement and Plan of Reorganization by and between the Trust, on behalf of the Fund, and the ING Partners, Inc., on behalf of its series, ING U.BS U.S. Large Cap Equity Portfolio, dated as of March 23, 2013 (the “Second Agreement,” and collectively with the First Agreement, the “Agreements”) each as more fully described in the prospectus and statement of additional information contained in the Trust’s Registration Statement on Form N-14 (the “Registration Statement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion expressed below. We have relied, without independent verification, on a certificate of the Secretary of the Commonwealth of Massachusetts and, as to matters of fact material to the opinion set forth below, on a certificate of the Secretary of the Trust. We have assumed that the Shares will be issued in accordance with the terms and conditions set forth in the applicable Agreement and in any event for not less than the par value per Share.
The opinion expressed below is limited to the laws of the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares, when issued, will be validly issued, fully paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as Exhibit 11 to the Registration Statement and to the references to our firm as legal counsel for the Trust in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Sincerely,
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