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                                December 14, 2001



American AAdvantage Funds
4333 Amon Carter Boulevard
Fort Worth, Texas  76155

Ladies and Gentlemen:

         You have  requested  our opinion as to certain  matters  regarding  the
offering  by American  AAdvantage  Funds (the  "Trust") of shares of  beneficial
interest in connection with the filing of a Registration Statement on Form N-14.
As used in this letter,  the term "Shares" means (1) the PlanAhead  Class shares
of beneficial  interest of the Balanced  Fund,  Large Cap Value Fund,  Small Cap
Value Fund,  International  Equity Fund, S&P 500 Index Fund,  Intermediate  Bond
Fund, and Short-Term Bond Fund (collectively, "AAdvantage Funds").

         The  AAdvantage  Funds  propose  to  acquire  all  of  the  assets  and
liabilities of the corresponding series of the American AAdvantage Mileage Funds
(collectively,  "Mileage  Funds") in exchange for PlanAhead  Class  shares.  The
reorganization   will  be  effected   pursuant  to  an  Agreement  and  Plan  of
Reorganization  and  Termination  ("Plan")  approved  by the  Board of  Trustees
("Board") of the Trust and the American  AAdvantage  Mileage  Funds,  subject to
approval of Mileage Fund shareholders.

         As the Trust's  counsel,  we have  examined  certified or other copies,
believed by us to be genuine,  of the Trust's  Declaration  of Trust and by-laws
and such  resolutions  and minutes of  meetings of the Trust's  Board as we have
deemed relevant to our opinion,  as set forth herein.  We have also examined the
form of the Plan  approved by the Board.  Our opinion is limited to the laws and
facts in  existence on the date  hereof,  and it is further  limited to the laws
(other than the conflict of law rules) in the Commonwealth of Massachusetts that
in  our  experience  are  normally  applicable  to the  issuance  of  shares  by
unincorporated  voluntary  associations  and to the  Securities  Act of 1933, as
amended  ("1933 Act"),  the  Investment  Company Act of 1940, as amended  ("1940
Act"),  and the  regulations of the Securities and Exchange  Commission  ("SEC")
thereunder.

         Based  on  present  laws  and  facts,  we are of the  opinion  that the
issuance of the Shares has been duly authorized by the Trust and that, when sold
in accordance with the terms contemplated by the Trust's Registration  Statement
on Form N-14,  including  receipt by the Trust of full payment for the Shares in
the manner  contemplated  by the Plan, and compliance  with the 1933 Act and the
1940  Act,   the  Shares  will  have  been  validly   issued,   fully  paid  and
non-assessable.




American AAdvantage Funds
December 14, 2001
Page 2



         We note,  however,  that 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.  The  Declaration  of Trust  states  that all persons
extending  credit to,  contracting with or having any claim against the Trust or
the Trustees  shall look only to the assets of the Trust for payment  under such
credit,  contract or claim; and neither the  Shareholders nor the Trustees,  nor
any of their agents, whether past, present or future, shall be personally liable
therefor.  It also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees  relating to the Trust shall
include a recitation  limiting the obligation  represented  thereby to the Trust
and  its  assets.   The   Declaration  of  Trust  further   provides:   (1)  for
indemnification  from the  assets of the Trust for all loss and  expense  of any
shareholder held personally liable for the obligations of the Trust by virtue of
ownership of shares of the Trust; and (2) for the Trust to assume the defense of
any claim against the shareholder for any act or obligation of the Trust.  Thus,
the risk of a shareholder  incurring  financial  loss on account of  shareholder
liability  is limited  to  circumstances  in which the Trust or series  would be
unable to meet its obligations.

         We  hereby  consent  to  this  opinion  accompanying  the  Registration
Statement on Form N-14 when it is filed with the SEC and to the reference to our
firm in the Registration Statement.

                                      Very truly yours,

                                      /s/ KIRKPATRICK & LOCKHART LLP

                                      KIRKPATRICK & LOCKHART LLP