IMG MUTUAL FUNDS, INC.
EXHIBIT # 11
TO
PRE-EFFECTIVE AMENDMENT NO. 1
FORM N-14 REGISTRATION STATEMENT
Ober, Kaler, Grimes & Shriver
Attorneys at Law
120 E. Baltimore Street
Baltimore, Maryland 21202-1643
410-685-1120 FAX 410-547-0699
January 9, 1998
IMG Mutual Funds, Inc.
720 Liberty Building
418 Sixth Avenue
Des Moines, IA 50309-2410
Ladies and Gentlemen:
We have acted as special Maryland counsel to IMG Mutual Funds, Inc.
("IMG"), a corporation organized under the laws of the State of Maryland on
November 16, 1994. IMG is authorized to issue One Hundred Billion
(100,000,000,000) shares of capital stock (each a "Share" and collectively, the
"Shares"), one-tenth of one cent ($0.001) par value per Share, Twenty Six
Billion Two Hundred Million (26,200,000,000) of which have been classified into
eleven series (each a "Series" and collectively, the "Series"). The designation
of the eleven Series, and the number of Shares of each Series, is as follows:
(1) IMG Core Stock Fund Series - Eight Hundred Million (800,000,000) Shares; (2)
IMG Bond Fund Series - Eight Hundred Million (800,000,000) Shares; (3) Liquid
Assets Fund Series - Five Billion (5,000,000,000) Shares; (4) Municipal Assets
Fund Series - Five Billion (5,000,000,000) Shares; (5) Vintage Government Assets
Fund Series - Five Billion (5,000,000,000) Shares; (6) Vintage Income Fund
Series - One Billion Six Hundred Million (1,600,000,000) Shares; (7) Vintage
Municipal Bond Fund Series - One Billion Six Hundred Million (1,600,000,000)
Shares; (8) Vintage Equity Fund Series - One Billion Six Hundred Million
(1,600,000,000) Shares; (9) Vintage Balanced Fund Series - One Billion Six
Hundred Million (1,600,000,000) Shares; (10) Vintage Aggressive Growth Fund
Series - One Billion Six Hundred Million (1,600,000,000) Shares; and (11)
Vintage Limited Term Bond Fund Series - One Billion Six Hundred Million
(1,600,000,000) Shares.
The Five Billion (5,000,000,000) Shares of the Vintage Government
Assets Fund Series are further classified into four classes of Shares (each a
"Class" and collectively, the "Classes"), designated as the Class A Shares, the
Class B Shares, the Class C Shares and the Class D Shares, respectively, with
each Class consisting of One Billion Two Hundred Fifty Million (1,250,000,000)
Shares.
The One Billion Six Hundred Million Shares of each of the Vintage
Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage Equity
Fund Series, the Vintage Balanced Fund Series, the Vintage Aggressive Growth
Fund Series and the Vintage Limited Term Bond Fund Series are further classified
into two classes of Shares (each a "Class" and collectively, the "Classes"),
designated as the Class A Shares and the Class B Shares, respectively, with each
Class consisting of Eight Hundred Million (800,000,000) Shares.
IMG has filed a registration statement on Form N-14 (the "Registration
Statement") with the Securities and Exchange Commission, relating to, among
other things, the registration under the Securities Act of 1933, as amended (the
"Securities Act"), and the Investment Company Act of 1940, as amended (the
"Investment Company Act"), of the Shares of the Vintage Government Assets Fund
Series, the Vintage Equity Fund Series, the Vintage Income Fund Series, the
Vintage Municipal Bond Fund Series, the Vintage Balanced Fund Series, the
Vintage Aggressive Growth Fund Series and the Vintage Limited Term Bond Fund
Series which are expected to be issued pursuant to the Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization") dated November 12,
1997, by and between IMG and The Coventry Group, a Massachusetts business trust
("Coventry").
Pursuant to the Agreement and Plan of Reorganization (i) Coventry will
transfer all or substantially all the assets of certain of its investment
portfolios to IMG in exchange for Class A Shares of each of the Vintage
Government Assets Fund Series and the Vintage Equity Fund Series, and Class B
Shares of each of the Vintage Income Fund Series, the Vintage Municipal Bond
Fund Series, the Vintage Equity Fund Series, the Vintage Balanced Fund Series,
the Vintage Aggressive Growth Fund Series and the Vintage Limited Term Bond Fund
Series, and the assumption by IMG of certain of the liabilities of Coventry, and
(ii) such Class A Shares of each of the Vintage Government Assets Fund Series
and the Vintage Equity Fund Series, and Class B Shares of each of the Vintage
Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage Equity
Fund Series, the Vintage Balanced Fund Series, the Vintage Aggressive Growth
Fund Series and the Vintage Limited Term Bond Fund Series will be distributed to
certain shareholders of Coventry in complete liquidation of certain investment
portfolios of Coventry.
In rendering the opinions set forth below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(i) the Registration Statement, including all amendments thereto filed
to date, and a draft of Amendment No. 1 to the Registration Statement which you
are about to file with the Securities and Exchange Commission;
(ii) the Charter and Bylaws of IMG;
(iii) the Agreement and Plan of Reorganization;
(iv) a certificate of IMG regarding certain actions taken by IMG in
connection with the Agreement and Plan of Reorganization, and the authorization
of the issuance of Class A Shares of each of the Vintage Government Assets Fund
Series and the Vintage Equity Fund Series, and Class B Shares of each of the
Vintage Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage
Equity Fund Series, the Vintage Balanced Fund Series, the Vintage Aggressive
Growth Fund Series and the Vintage Limited Term Bond Fund Series (the
"Certificate");
(v) a certificate of the Maryland State Department of Assessments and
Taxation dated December 23, 1997 to the effect that the IMG is duly incorporated
and existing under the laws of the State of Maryland and is in good standing and
duly authorized to transact business in the State of Maryland (the "Good
Standing Certificate"); and
(vi) such other documents and matters as we have deemed necessary and
appropriate to render this opinion, subject to the limitations, assumptions, and
qualifications contained herein.
As to any facts or questions of fact material to the opinions expressed
herein, we have relied exclusively upon the aforesaid documents and
certificates, and representations and declarations of the officers or other
representatives of IMG. We have made no independent investigation whatsoever as
to such factual matters.
In reaching the opinions set forth below, we have assumed, without
independent investigation or inquiry, that:
(a) there are no oral or written modifications of or amendments to the
Agreement and Plan of Reorganization, and there has been no wavier of any of the
provisions of the Agreement and Plan of Reorganization, by actions or conduct of
the parties or otherwise;
(b) all documents submitted to us as originals are authentic; all
documents submitted to us as certified or photostatic copies conform to the
original documents; all signatures on all documents submitted to us for
examination are genuine; and all documents and public records reviewed are
accurate and complete; and
(c) all representations, warranties, certifications and statements with
respect to matters of fact and other factual information (i) made or contained
in the Agreement and Plan of Reorganization or any other document reviewed by us
in connection with this opinion; (ii) made by public officers; or (iii) made by
officers or representatives of IMG, including certifications made in the
Certificate, are accurate, true, correct and complete in all material respects.
In addition, in reaching the opinions set forth below, we have assumed,
without independent investigation or inquiry (i) the legal existence of
Coventry; (ii) the due authorization of IMG and Coventry to enter into the
transactions contemplated by the Agreement and Plan of Reorganization; (iii) the
due execution and delivery of IMG and Coventry of the Agreement and Plan of
Reorganization; (iv) the legality, validity, binding effect and enforceability
as to each of IMG and Coventry of the Agreement and Plan of Reorganization; (v)
that each of IMG and Coventry have the legal right and power, corporate or
other, and authority under all applicable laws and regulations to execute,
deliver, and perform all of its obligations under the Agreement and Plan of
Reorganization; (vi) that all necessary approvals, filings and/or actions
required by applicable law in connection with the transactions contemplated by
the Agreement and Plan of Reorganization, other than actions required by the
Maryland General Corporation Law to authorize the issuance of the Shares of the
Vintage Government Assets Fund Series, the Vintage Equity Fund Series, the
Vintage Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage
Balanced Fund Series, the Vintage Aggressive Growth Fund Series and the Vintage
Limited Term Bond Fund Series which are to be issued pursuant to the Agreement
and Plan of Reorganization, have been or shall be taken at the time required by
applicable law for such approvals, filings and/or actions.
In reaching the opinions set forth below, we also have assumed, without
independent investigation or inquiry, that at no time prior to and including the
date when the Class A Shares of each of the Vintage Government Assets Fund
Series and the Vintage Equity Fund Series, and the Class B Shares of each of the
Vintage Income Fund Series, the Vintage Municipal Bond Fund Series, the Vintage
Equity Fund Series, the Vintage Balanced Fund Series, the Vintage Aggressive
Growth Fund Series and the Vintage Limited Term Bond Fund Series, are issued
pursuant to the Agreement and Plan of Reorganization will (i) IMG's Charter,
Bylaws or the existing corporate authorization to issue such Shares be amended,
repealed or revoked; (ii) the total number of the issued Shares of capital stock
of any Class of the Vintage Government Assets Fund Series exceed One Billion Two
Hundred Fifty Million (1,250,000,000) Shares, (iii) the total number of the
issued Shares of capital stock of any Class of the Vintage Income Fund Series,
Vintage Municipal Bond Fund Series, Vintage Equity Fund Series, Vintage Balanced
Fund Series, Vintage Aggressive Growth Fund Series or Vintage Limited Term Bond
Fund Series exceed Eight Hundred Million (800,000,000) Shares, or (iv) the net
asset value per Share of any Class of the Vintage Government Assets Fund Series,
Vintage Income Fund Series, Vintage Municipal Bond Fund Series, Vintage Equity
Fund Series, Vintage Balanced Fund Series, Vintage Aggressive Growth Fund Series
or Vintage Limited Term Bond Fund Series be less than one-tenth of one cent
($0.001) per Share. We further assume, without independent investigation or
inquiry, that at least one Class A Share of each of the Vintage Government
Assets Fund Series and the Vintage Equity Fund Series, and one Class B Share of
each of the Vintage Income Fund Series, the Vintage Municipal Bond Fund Series,
the Vintage Equity Fund Series, the Vintage Balanced Fund Series, the Vintage
Aggressive Growth Fund Series and the Vintage Limited Term Bond Fund Series,
will be duly and validly issued and outstanding prior to the date when the Class
A Shares of each of the Vintage Government Assets Fund Series and the Vintage
Equity Fund Series, and the Class B Shares of each of the Vintage Income Fund
Series, the Vintage Municipal Bond Fund Series, the Vintage Equity Fund Series,
the Vintage Balanced Fund Series, the Vintage Aggressive Growth Fund Series and
the Vintage Limited Term Bond Fund Series, are issued pursuant to the Agreement
and Plan of Reorganization.
Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. If and when issued to Coventry pursuant to the terms of the
Agreement and Plan of Reorganization, the Class A Shares of each of the Vintage
Government Assets Fund Series and the Vintage Equity Fund Series, and the Class
B Shares of each of the Vintage Income Fund Series, the Vintage Municipal Bond
Fund Series, the Vintage Equity Fund Series, the Vintage Balanced Fund Series,
the Vintage Aggressive Growth Fund Series and the Vintage Limited Term Bond Fund
Series, will be duly and validly issued, fully paid and non-assessable.
In addition to the qualifications set forth above, the opinions set
forth herein are also subject to the following qualifications:
(i) We express no opinion as to compliance with the Securities Act, the
Investment Company Act or the securities laws of any state with respect to the
issuance of the Shares of any Class of the Vintage Government Assets Fund
Series, the Vintage Equity Fund Series, the Vintage Income Fund Series, the
Vintage Municipal Bond Fund Series, the Vintage Balanced Fund Series, the
Vintage Aggressive Growth Fund Series or the Vintage Limited Term Bond Fund
Series. The opinions expressed herein concern only the effect of the laws
(excluding the principles of conflict of laws) of the State of Maryland as
currently in effect. We assume no obligation to supplement this opinion if any
applicable laws change after the date hereof, or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.
We consent to your filing of this opinion letter with the Securities
and Exchange Commission (the "SEC") in connection with an amendment to the
Registration Statement which you are about to file pursuant to the Securities
Act.
Sincerely yours,
/s/ Ober, Kaler, Grimes & Shriver,
a Professional Corporation