Opinion and Consent of Ropes & Gray Regarding Securities


                                                                    Exhibit (11)

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


                  WRITER'S DIRECT DIAL NUMBER: (202) 626-3925

                                 May 14, 2001



Fifth Third Funds
3435 Stelzer Road
Columbus, Ohio  43219

Gentlemen:

         You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest ("Shares") of
the Fifth Third Funds ("Trust"), as permitted by Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "1940 Act"). You propose to file a
prospectus/proxy statement on Form N-14 (the "Prospectus/Proxy Statement") with
respect to certain Shares of the Trust.

         We have examined your Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston. We have also examined a copy of your Bylaws and such other documents,
receipts and records as we have deemed necessary for the purpose of this
opinion.

         Based upon the foregoing, we are of the opinion that the issue and sale
of the authorized but unissued Shares of the Series have been duly authorized
under Massachusetts law. Upon the original issue and sale of your authorized but
unissued Shares and upon receipt of the authorized consideration therefor in an
amount not less than the net asset value of the Shares established and in force
at the time of their sale, the Shares issued will be validly issued, fully paid
and non-assessable.

         The Fifth Third Funds 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 provides for indemnification out of
the property of a particular series of Shares for all loss and expenses of any
shareholder of that series held personally liable solely by reason of his being
or having been a shareholder. Thus, the risk of shareholder liability is limited
to circumstances in which that series of Shares itself would be unable to meet
its obligations.


         We understand that this opinion is to be used in connection with the
filing of the Prospectus/Proxy Statement. We consent to the filing of this
opinion with and as part of your Prospectus/Proxy Statement.

                                      Sincerely,

                                      /s/ Ropes & Gray

                                      Ropes & Gray