Exhibit (12)

               Form of Opinion of Ropes & Gray as to Tax Matters


                                 Ropes & Gray
                              One Franklin Square
                              1301 K Street, N.W.
                                Suite 800 East
                             Washington, DC 20005



                                 July   , 2000


Fifth Third Quality Growth Fund
Fifth Third Cardinal Fund
 -- Fifth Third  Funds
3435 Stelzer Road
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Plan of Reorganization
dated as of June 21, 2000 (the "Plan"), by Fifth Third Funds (the "Trust"), a
Massachusetts business trust, on behalf of two of its series, Fifth Third
Quality Growth Fund ("Acquiring Fund") and Fifth Third Cardinal Fund ("Target
Fund").  The Plan describes a proposed transaction (the "Transaction") to
occur on October __, 2000, or such other date as may be decided by the parties
(the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections ___ and ___ of the Plan.  Capitalized
terms not defined herein are defined in the Plan.

     Target Fund is a series of the Trust which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").

     Acquiring Fund is a series of the Trust which is registered under the 1940
Act as an open-end management investment company.  Shares of Acquiring Fund are
redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Plan, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you provided us with a letter dated as of the date
hereof, representing as to certain facts, occurrences and information upon which
you have indicated that we may rely in rendering this opinion (whether or not
contained or reflected in the documents and items referred to above).

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

  (i)  The Transaction will constitute a reorganization within the meaning of
       Section 368(a) of the Code.  Acquiring Fund and Target Fund will each be
       a "party to a reorganization" within the meaning of Section 368(b) of the
       Code;

  (ii) No gain or loss will be recognized by Target Fund upon the transfer of
       Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
       Shares and the assumption by Acquiring Fund of the


       liabilities of Target Fund, or upon the distribution of Acquiring Fund
       Shares by Target Fund to its shareholders in liquidation;

  (iii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

  (iv)    The aggregate basis of Acquiring Fund Shares a Target Fund shareholder
          receives in connection with the Transaction will be the same as the
          aggregate basis of his or her Target Fund Shares exchanged therefor;

  (v)     A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

  (vi)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

  (vii)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

  (viii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                    Very truly yours,

                                    Ropes & Gray