EXHIBIT 11
(BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD)
August 12, 2003
AIM Equity Funds
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Ladies and Gentlemen:
We have acted as counsel to AIM Equity Funds, a Delaware
statutory trust (the "Trust"), in connection with the following:
(i) That certain Agreement and Plan of Reorganization (the
"Growth Fund Plan") by and among the Trust, on behalf of its series portfolio,
AIM Large Cap Growth Fund ("Large Cap Growth"), INVESCO Stock Funds, Inc.
("ISTFI"), a Maryland corporation, on behalf of its series portfolio, INVESCO
Growth Fund ("Growth Fund"), A I M Advisors, Inc. ("AIM"), a Delaware
corporation, and INVESCO Funds Group, Inc. ("INVESCO"), a Delaware corporation,
which provides for the reorganization of Growth Fund with and into Large Cap
Growth (the "Growth Fund Reorganization"). Pursuant to the Growth Fund Plan, all
of the assets of Growth Fund will be transferred to Large Cap Growth, Large Cap
Growth will assume all of the liabilities of Growth Fund and the Trust will
issue shares of each class of Large Cap Growth to shareholders of Growth Fund
corresponding to the class of shares of Growth Fund held by such shareholders.
The value of each Growth Fund shareholder's account with Large Cap Growth after
the Growth Fund Reorganization will be the same as the value of such
shareholder's account with Growth Fund immediately prior to the Growth Fund
Reorganization.
(ii) That certain Agreement and Plan of Reorganization (the
"Growth & Income Plan") by and among the Trust, on behalf of its series
portfolio, AIM Blue Chip Fund ("Blue Chip"), ISTFI, on behalf of its series
portfolio, INVESCO Growth & Income Fund ("Growth & Income"), AIM and INVESCO,
which provides for the reorganization of Growth & Income with and into Blue Chip
(the "Growth & Income Reorganization"). Pursuant to the Growth & Income Plan,
all of the assets of Growth & Income will be transferred to Blue Chip, Blue Chip
will assume all of the liabilities of Growth & Income and the Trust will issue
shares of each class of Blue Chip to shareholders of Growth & Income
corresponding to the class of shares of Growth & Income held by such
shareholders. The value of each Growth & Income shareholder's account with Blue
Chip after the Growth & Income Reorganization will be the
AIM Equity Funds
August 12, 2003
Page 2
same as the value of such shareholder's account with Growth & Income immediately
prior to the Growth & Income Reorganization.
(iii) That certain Agreement and Plan of Reorganization (the
"Value Equity Plan") by and among the Trust, on behalf of its series portfolio,
AIM Large Cap Basic Value Fund ("Large Cap Basic Value"), ISTFI, on behalf of
its series portfolio, INVESCO Value Equity Fund ("Value Equity"), AIM and
INVESCO, which provides for the reorganization of Value Equity with and into
Large Cap Basic Value (the "Value Equity Reorganization"). Pursuant to the Value
Equity Plan, all of the assets of Value Equity will be transferred to Large Cap
Basic Value, Large Cap Basic Value will assume all of the liabilities of Value
Equity and the Trust will issue shares of each class of Large Cap Basic Value to
shareholders of Value Equity corresponding to the class of shares of Value
Equity held by such shareholders. The value of each Value Equity shareholder's
account with Large Cap Basic Value after the Value Equity Reorganization will be
the same as the value of such shareholder's account with Value Equity
immediately prior to the Value Equity Reorganization.
As used herein, "Plans" shall refer to the Growth Fund Plan,
the Growth & Income Plan and the Value Equity Plan; "Selling Funds" shall refer
to Growth Fund, Growth & Income and Value Equity; "Buying Fund" shall refer to
Large Cap Growth, Blue Chip and Large Cap Basic Value; and "Reorganizations"
shall refer to the Growth Fund Reorganization, the Growth & Income
Reorganization and the Value Equity Reorganization.
In connection with our giving this opinion, we have examined
copies of the Trust's Certificate of Trust, Amended and Restated Agreement and
Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of the
Board of Trustees adopted June 10-11, 2003, and originals or copies, certified
or otherwise identified to our satisfaction, of such other documents, records
and other instruments as we have deemed necessary or advisable for purposes of
this opinion. As to various questions of fact material to our opinion, we have
relied upon information provided by officers of the Trust.
The opinion expressed below is based on the assumption that a
Registration Statement on Form N-14 with respect to the classes of shares of
each Buying Fund to be issued to the shareholders of the corresponding Selling
Fund pursuant to the applicable Plan, as set forth on Exhibit A hereto (the
"Buying Fund Shares"), will have been filed by the Trust with the Securities and
Exchange Commission and will have become effective before any of the
Reorganizations occur.
Based on the foregoing, we are of the opinion that the Buying
Fund Shares are duly authorized and, when issued by the Trust to the
shareholders of the applicable Selling Fund in accordance with the terms and
conditions of the applicable Plan, will be legally issued, fully paid and
nonassessable.
We express no opinion concerning the laws of any jurisdiction
other than the federal laws of the United States of America and the Delaware
Statutory Trust Act.
AIM Equity Funds
August 12, 2003
Page 3
Both the Delaware Statutory Trust Act and the Trust Agreement
provide that shareholders of the Trust shall be entitled to the same limitation
on personal liability as is extended under the Delaware General Corporation Law
to stockholders of private corporations for profit. There is a remote
possibility, however, that, under certain circumstances, shareholders of a
Delaware statutory trust may be held personally liable for that trust's
obligations to the extent that the courts of another state which does not
recognize such limited liability were to apply the laws of such state to a
controversy involving such obligations. The Trust Agreement also provides for
indemnification out of property of a fund for all loss and expense of any
shareholder held personally liable for the obligations of that fund. Therefore,
the risk of any shareholder incurring financial loss beyond his investment due
to shareholder liability is limited to circumstances in which a fund is unable
to meet its obligations and the express limitation of shareholder liabilities is
determined not to be effective.
We consent to the filing of this opinion as an Exhibit to the
Trust's Registration Statement on Form N-14 and to the references to our firm
under the following captions under the heading "Proposal 1 - Approval of the
Agreement to Combine Your Fund and Buying Fund": "Summary - The Reorganization,"
"Additional Information About the Agreement - Other Terms," "Additional
Information About the Agreement - Federal Income Tax Consequences" and "Legal
Matters," and under the caption "The Federal Income Tax Consequences of the
Redomestication" under the heading "Proposal 4 - Approval of the Plan to
Redomesticate Company as a Delaware Statutory Trust" in the combined Proxy
Statement/Prospectus for each Selling Fund, which are included in such
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
EXHIBIT A
BUYING FUND SHARES
AIM Large Cap Growth Fund
Class A shares
Class B shares
Class C shares
Class R shares
Investor Class shares
AIM Blue Chip Fund
Class A shares
Class B shares
Class C shares
Class R shares
Investor Class shares
AIM Large Cap Basic Value Fund
Class A shares
Class B shares
Class C shares
Class R shares
Investor Class shares