LAW OFFICES
BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD
1735 MARKET STREET, 51ST FLOOR DENVER, CO
PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT
215-665-8500 VOORHEES, NJ
FAX: 215-864-8999 WASHINGTON, DC
www.ballardspahr.com WILMINGTON, DE
November 16, 2005
AIM Growth Series
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Ladies and Gentlemen:
We have acted as counsel to AIM Growth Series, a Delaware statutory
trust (the "Trust"), in connection with that certain Agreement and Plan of
Reorganization (the "Small Company Growth Plan") by and among the Trust, on
behalf of its series portfolio, AIM Small Cap Growth Fund ("Buying Fund") and
AIM Stock Funds, on behalf of its series portfolio, AIM Small Company Growth
Fund ("Selling Fund") and A I M Advisors, Inc. ("AIM"), which provides for the
reorganization of Selling Fund with and into Buying Fund (the "Reorganization").
Pursuant to the Small Company Growth Plan, all of the assets of Selling Fund
will be transferred to Buying Fund, Buying Fund will assume all of the
liabilities of Selling Fund and the Trust will issue shares of each class of
Buying Fund to shareholders of Selling Fund corresponding to the class of shares
of Selling Fund held by such shareholders. The value of each Selling Fund
shareholder's account with Buying Fund after the Reorganization will be the same
as the value of such shareholder's account with Selling Fund immediately prior
to the Reorganization.
In connection with our giving this opinion, we have examined copies of
the Trust's Amended and Restated Certificate of Trust, Amended and Restated
Agreement and Declaration of Trust, as amended (the "Trust Agreement"),
resolutions of the Board of Trustees adopted November 14, 2005, 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
Buying Fund to be issued to the shareholders of the corresponding classes of
shares of Selling Fund pursuant to the Small Company Growth 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 the Reorganization occurs.
AIM Growth Series
November 16, 2005
Page 2
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 Selling Fund in accordance with the terms and conditions of the Small
Company Growth 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.
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 "The Reorganization," "Other Terms,"
"Federal Income Tax Consequences" and "Legal Matters," in the combined Proxy
Statement/Prospectus for Selling Fund, which is included in such Registration
Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll LLP
EXHIBIT A
BUYING FUND AND SELLING FUND SHARES
<Table>
<Caption>
Corresponding Classes of
Classes of Shares of Selling Fund Shares of Buying Fund
- --------------------------------- ------------------------
AIM Small Company Growth Fund AIM Small Cap Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
Class R Shares Class R Shares
Investor Class Shares Investor Class Shares
Institutional Class Shares Institutional Class Shares
</Table>