November 1, 2010
Columbia Funds Series Trust I
One Financial Center
Boston, MA 02111
| Re: | Registration Statement on Form N-14 |
Ladies and Gentlemen:
We are counsel to Columbia Funds Series Trust I (the “Trust”). In connection with the registration statement of the Trust on Form N-14 (the “Registration Statement”) being filed by the Trust under the Securities Act of 1933, as amended (the “Act”), relating to the proposed combination of
(a) Columbia Contrarian Core Fund, a series of the Trust, (a “Buying Fund”) with RiverSource Partners Fundamental Value Fund, a series of RiverSource Managers Series, Inc. (an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I and Class R4 shares of beneficial interest of the Buying Fund in connection therewith;
(b) Columbia Mid Cap Growth Fund, a series of the Trust, (a “Buying Fund”) with Seligman Capital Fund, a series of Seligman Capital Fund, Inc. (an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I, Class R and Class R5 shares of beneficial interest of the Buying Fund in connection therewith;
(c) Columbia Small Cap Value Fund I, a series of the Trust, (a “Buying Fund”) with RiverSource Disciplined Small Cap Value Fund, a series of RiverSource Dimensions Series Inc. (an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I and Class R shares of beneficial interest of the Buying Fund in connection therewith;
(d) Columbia Large Cap Growth Fund, a series of the Trust, (a “Buying Fund”) with Seligman Growth Fund, a series of Seligman Growth Fund, Inc. (an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I, Class R, Class R4 and Class R5 shares of beneficial interest of the Buying Fund in connection therewith;
(e) Columbia Energy and Natural Resources Fund, a series of the Trust, (a “Buying Fund”) with RiverSource Precious Metals and Mining Fund, a series of RiverSource Selected Series, Inc. (an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I and Class R4 shares of beneficial interest of the Buying Fund in connection therewith; and
(f) Columbia Real Estate Equity Fund, a series of the Trust, (a “Buying Fund”) with each of RiverSource LaSalle Global Real Estate Fund and RiverSource LaSalle Monthly Dividend Real Estate Fund, each a series of Seligman LaSalle Real Estate Fund Series, Inc.; RiverSource LaSalle International Real Estate Fund, Inc.; and RiverSource Real Estate Fund, a series of RiverSource Sector Series, Inc. (each, an “Acquired Fund”), and the issuance of Class A, Class B, Class C, Class I, Class R, Class R4, Class R5, Class W and Class Z shares of beneficial interest of the Buying Fund in connection therewith; (collectively with all Buying Fund shares referenced in clauses (a) through (i) above, the “Shares”);
all in accordance with the terms of the Agreement and Plan of Reorganization by and among the Trust, on behalf of each Buying Fund, certain other registered investment companies, on behalf of certain series thereof, as applicable, and Columbia Management Investment Advisers, LLC (the “Agreement and Plan of Reorganization”), in substantially the form included in the Registration Statement, I have examined the Trust’s Agreement and Declaration of Trust on file in the office of the Secretary of the Commonwealth of Massachusetts (the “Declaration of Trust”) and the Trust’s Bylaws, both as amended to date, and am familiar with the actions taken by the Trust’s trustees in connection with the issuance and sale of the Shares. I have also examined such other documents and records as I have deemed necessary for the purposes of this opinion.
I have assumed for purposes of this opinion that, prior to the date of the issuance of the Shares, (1) the trustees or directors of each Acquired Fund and the shareholders of each Acquired Fund will have taken all action required of them for the approval of the Agreement and Plan of Reorganization and (2) the Agreement and Plan of Reorganization will have been duly executed and delivered by each party thereto.
Based upon the foregoing, I am of the opinion that:
1. The Trust is a duly organized and validly existing unincorporated association under the laws of the Commonwealth of Massachusetts and is authorized to issue an unlimited number of its shares of beneficial interest.
2. When issued in accordance with the Agreement and Plan of Reorganization, the Shares will be validly issued, fully paid and, except as noted in the paragraph below, nonassessable by the Trust.
The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that a notice of such disclaimer be given in each note, bond, contract, instrument, certificate or undertaking entered into or executed by the Trust or its trustees. The Declaration of Trust provides that in case any shareholder or former shareholder shall be held to be personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the shareholder or former shareholder (or his or her heirs, executors, administrators or other legal representatives
or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability. Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust would be unable to meet its obligations.
This opinion may be filed with the Registration Statement.
| Sincerely, |
| /s/ Ropes & Gray LLP |
| Ropes & Gray LLP |