Emerging Markets PRIVATE
[Sonnenschein Letterhead]
March 31, 1999
Alleghany Funds
171 North Clark Street
Chicago, Illinois 60601
Attention: President
PIMCO Funds: Multi-Manager Series
840 Newport Center Drive
Suite 360
Newport Beach, California 92660
Ladies & Gentlemen:
You have requested our opinion as to certain federal income
tax consequences of the transfer of the assets of the PIMCO
Emerging Markets Fund ("Target"), a series of the PIMCO Funds:
Multi-Manager Series, a Massachusetts business trust, to the
Alleghany/Blairlogie Emerging Markets Fund ("Acquiror"), a series
of the Alleghany Funds, a Delaware business trust, in exchange
for voting common shares of the Acquiror ("Acquiror Common
Stock") and the assumption by Acquiror of certain of the
liabilities of Target, and the distribution of the Acquiror
Common Stock to the holders of voting common shares of Target
("Target Common Stock") in liquidation of the Target
("Reorganization"), all pursuant to an Agreement and Plan of
Reorganization (the "Agreement"), in a form substantially the
same as the copy attached hereto.
The opinions expressed herein are based solely upon current
law, including the Internal Revenue Code of 1986, as amended
("Code"), applicable Treasury Regulations promulgated or proposed
thereunder, current positions of the Internal Revenue Service
contained in published Revenue Rulings and Revenue Procedures,
other current administrative positions of the Internal Revenue
Service and existing judicial decisions, all of which are subject
to change or modification at any time.
In connection with the rendering of this opinion, we have
reviewed the Agreement, the most recent financial statements and
related documents and other materials as we deemed relevant to
the rendering of our opinion. In addition, we have relied upon
the representations made by the Acquiror, Target and Blairlogie
Capital Management ("Advisor"), attached hereto, upon the
assumption that all documents we have reviewed are true and
accurate, accurately reflect the originals and have been or will
be properly executed, and that the Acquiror and Target's actions
in connection with the Agreement and the transactions
contemplated thereby have been, and will be, conducted in the
manner provided in such document, and upon the assumption that
representation (b) provided by Target is correct.
We are members of the bar of the State of New York and are
not admitted to practice law in any other jurisdiction.
Accordingly, we express no opinion with respect to the laws of
any other jurisdiction other than the federal laws of the United
States of America in respect of the opinions set forth herein.
Based on and subject to the foregoing and provided that all
terms of the transaction occur in accordance with the terms of
the Agreement, it is our opinion that:
(1) Pursuant to Section 851(g) of the Code, for
federal income tax purposes, the Acquiror and Target will be
treated as corporations separate from the other series of the
Alleghany Funds and PIMCO Funds, respectively;
(2) Although there is no controlling authority on
point, the transfer by the Target of all or substantially all of
its assets in exchange for Acquiror shares and the assumption by
Acquiror of certain of Target's liabilities and the subsequent
liquidation of the Target pursuant to the Reorganization should
constitute a reorganization within the meaning of Section 368(a)
of the Code, and Acquiror and Target should each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
The conclusions set forth below assume that the conclusion set
forth in this paragraph (2) is correct;
(3) Pursuant to Sections 357(a), 361(a), (b) and
(c) of the Code, the Target will not recognize any gain or loss
as a result of the Reorganization;
(4) Pursuant to Section 1032(a) of the Code, the
Acquiror will not recognize any gain or loss on the receipt of
the assets of Target in exchange for shares of Acquiror in the
Reorganization;
(5) Pursuant to Sections 362(b) and 1223(2) of the
Code, the Acquiror's adjusted tax basis and holding period in the
assets received from Target in the Reorganization will be the
same as the adjusted tax basis and will include the holding
period, respectively, of such assets in the hands of the Target
immediately prior to the Reorganization;
(6) Pursuant to Section 354(a)(1) of the Code, the
shareholders of Target who exchange shares of Target solely for
shares of Acquiror in the Reorganization will not recognize any
gain or loss;
(7) Pursuant to Section 358(a)(1) of the Code, the
aggregate tax basis of Acquiror's common stock received by each
shareholder of Target in the Reorganization will be the same as
the aggregate tax basis of Target common stock exchanged
therefor;
(8) Pursuant to Section 1223(1) of the Code, each
former Target shareholder's holding period of Acquiror common
stock received in the Reorganization will be determined by
including the period for which Target common stock was held by
such shareholder at the time of the Reorganization provided that
such shareholder held the Target common stock as a capital asset;
and
(9) Pursuant to Section 381(c) of the Code, the
Acquiror will succeed to and take into account the tax attributes
of the Target described and subject to the conditions and
limitations contained therein.
This opinion is solely for your information and is not to
be quoted in whole or in part, summarized or otherwise referred
to, nor is it to be filed with or supplied to or relied upon by
any governmental agency or other person without our written
consent. This opinion is as of the date hereof. We disclaim any
responsibility to update or supplement this opinion to reflect
any events or state of facts which may hereafter come to our
attention, or any changes in statutes or regulations or any court
decisions which may hereafter occur.
We hereby consent to the filing of this opinion in
connection with the Registration Statement on Form N-14 (File No.
333-58079).
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
7159724.04
Although ownership interests in the Acquiror and Target constitute
shares of beneficial
interests for Massachusetts and Delaware state law purposes, respectively, such
interests are considered stock for Federal income tax purposes.
International Developed PRIVATE
[Sonnenschein Letterhead]
March 31, 1999
Alleghany Funds
171 North Clark Street
Chicago, Illinois 60601
Attention: President
PIMCO Funds: Multi-Manager Series
840 Newport Center Drive
Suite 360
Newport Beach, California 92660
Ladies & Gentlemen:
You have requested our opinion as to certain federal income
tax consequences of the transfer of the assets of the PIMCO
International Developed Fund ("Target"), a series of the PIMCO
Funds: Multi-Manager Series, a Massachusetts business trust, to
the Alleghany/Blairlogie International Developed Fund
("Acquiror"), a series of the Alleghany Funds, a Delaware
business trust, in exchange for voting common shares of the
Acquiror ("Acquiror Common Stock") and the assumption by Acquiror
of certain of the liabilities of Target, and the distribution of
the Acquiror Common Stock to the holders of voting common shares
of Target ("Target Common Stock") in liquidation of the Target
("Reorganization"), all pursuant to an Agreement and Plan of
Reorganization (the "Agreement"), in a form substantially the
same as the copy attached hereto.
The opinions expressed herein are based solely upon current
law, including the Internal Revenue Code of 1986, as amended
("Code"), applicable Treasury Regulations promulgated or proposed
thereunder, current positions of the Internal Revenue Service
contained in published Revenue Rulings and Revenue Procedures,
other current administrative positions of the Internal Revenue
Service and existing judicial decisions, all of which are subject
to change or modification at any time.
In connection with the rendering of this opinion, we have
reviewed the Agreement, the most recent financial statements and
related documents and other materials as we deemed relevant to
the rendering of our opinion. In addition, we have relied upon
the representations made by the Acquiror, Target and Blairlogie
Capital Management ("Advisor"), attached hereto, upon the
assumption that all documents we have reviewed are true and
accurate, accurately reflect the originals and have been or will
be property executed, and that the Acquiror and Target's actions
in connection with the Agreement and the transactions
contemplated thereby have been, and will be, conducted in the
manner provided in such document, and upon the assumption that
representation (b) provided by Target is correct.
We are members of the bar of the State of New York and are
not admitted to practice law in any other jurisdiction.
Accordingly, we express no opinion with respect to the laws of
any other jurisdiction other than the federal laws of the United
States of America in respect of the opinions set forth herein.
Based on and subject to the foregoing and provided that all
terms of the transaction occur in accordance with the terms of
the Agreement, it is our opinion that:
(1) Pursuant to Section 851(g) of the Code, for
federal income tax purposes, the Acquiror and Target will be
treated as corporations separate from the other series of the
Alleghany Funds and PIMCO Funds, respectively;
(2) Although there is no controlling authority on
point, the transfer by the Target of all or substantially all of
its assets in exchange for Acquiror shares and the assumption by
Acquiror of certain of Target's liabilities and the subsequent
liquidation of the Target pursuant to the Reorganization should
constitute a reorganization within the meaning of Section 368(a)
of the Code, and Acquiror and Target should each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
The conclusions set forth below assume that the conclusion set
forth in this paragraph (2) is correct;
(3) Pursuant to Sections 357(a), 361(a), (b) and
(c) of the Code, the Target will not recognize any gain or loss
as a result of the Reorganization;
(4) Pursuant to Section 1032(a) of the Code, the
Acquiror will not recognize any gain or loss on the receipt of
the assets of Target in exchange for shares of Acquiror in the
Reorganization;
(5) Pursuant to Sections 362(b) and 1223(2) of the
Code, the Acquiror's adjusted tax basis and holding period in the
assets received from Target in the Reorganization will be the
same as the adjusted tax basis and will include the holding
period, respectively, of such assets in the hands of the Target
immediately prior to the Reorganization;
(6) Pursuant to Section 354(a)(1) of the Code, the
shareholders of Target who exchange shares of Target solely for
shares of Acquiror in the Reorganization will not recognize any
gain or loss;
(7) Pursuant to Section 358(a)(1) of the Code, the
aggregate tax basis of Acquiror's common stock received by each
shareholder of Target in the Reorganization will be the same as
the aggregate tax basis of Target common stock exchanged
therefor;
(8) Pursuant to Section 1223(1) of the Code, each
former Target shareholder's holding period of Acquiror common
stock received in the Reorganization will be determined by
including the period for which Target common stock was held by
such shareholder at the time of the Reorganization provided that
such shareholder held the Target common stock as a capital asset;
and
(9) Pursuant to Section 381(c) of the Code, the
Acquiror will succeed to and take into account the tax attributes
of the Target described and subject to the conditions and
limitations contained therein.
This opinion is solely for your information and is not to
be quoted in whole or in part, summarized or otherwise referred
to, nor is it to be filed with or supplied to or relied upon by
any governmental agency or other person without our written
consent. This opinion is as of the date hereof. We disclaim any
responsibility to update or supplement this opinion to reflect
any events or state of facts which may hereafter come to our
attention, or any changes in statutes or regulations or any court
decisions which may hereafter occur.
We hereby consent to the filing of this opinion in
connection with the Registration Statement on Form N-14 (File No.
333.58079).
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
7159760.04
Although ownership interests in the Acquiror and Target constitute
shares of beneficial
interests for Massachusetts and Delaware state law purposes, respectively, such
interests are considered stock for Federal income tax purposes.