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 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 "Premier Equity
Plan") by and among the Trust, on behalf of its series portfolio, AIM Charter
Fund ("Charter") and AIM Funds Group, on behalf of its series portfolio, AIM
Premier Equity Fund ("Premier Equity") and A I M Advisors, Inc. ("AIM"), which
provides for the reorganization of Premier Equity with and into Charter (the
"Premier Equity Reorganization"). Pursuant to the Premier Equity Plan, all of
the assets of Premier Equity will be transferred to Charter, Charter will assume
all of the liabilities of Premier Equity and the Trust will issue shares of each
class of Charter to shareholders of Premier Equity corresponding to the class of
shares of Premier Equity held by such shareholders. The value of each Premier
Equity shareholder's account with Charter after the Premier Equity
Reorganization will be the same as the value of such shareholder's account with
Premier Equity immediately prior to the Premier Equity Reorganization.
(ii) That certain Plan of Reorganization (the "Weingarten Plan") adopted
by the Trust, on behalf of its series portfolios, AIM Constellation Fund
("Constellation") and AIM Weingarten Fund ("Weingarten"), which provides for the
reorganization of Weingarten with and into Constellation (the "Weingarten
Reorganization"). Pursuant to the Weingarten Plan, all of the assets of
Weingarten will be transferred to Constellation, Constellation will assume all
of the liabilities of Weingarten and the Trust will issue shares of each class
of Constellation to shareholders of Weingarten corresponding to the class of
shares of Weingarten held by such shareholders. The value of each Weingarten
shareholder's account with Constellation after the Weingarten Reorganization
will be the same as the value of such shareholder's account with Weingarten
immediately prior to the Weingarten Reorganization.
(iii) That certain Plan of Reorganization (the "Aggressive Growth Plan")
adopted by the Trust, on behalf of its series portfolios, AIM Constellation Fund
("Constellation") and AIM Aggressive Growth Fund ("Aggressive Growth"), which
provides for the reorganization of Aggressive Growth with and into Constellation
(the "Aggressive Growth
AIM Equity Funds
November 16, 2005
Page 2
Reorganization"). Pursuant to the Aggressive Growth Plan, all of the assets of
Aggressive Growth will be transferred to Constellation, Constellation will
assume all of the liabilities of Aggressive Growth and the Trust will issue
shares of each class of Constellation to shareholders of Aggressive Growth
corresponding to the class of shares of Aggressive Growth held by such
shareholders. The value of each Aggressive Growth shareholder's account with
Constellation after the Aggressive Growth Reorganization will be the same as the
value of such shareholder's account with Aggressive Growth immediately prior to
the Aggressive Growth Reorganization.
(iv) That certain Plan of Reorganization (the "Blue Chip Plan") adopted by
the Trust, on behalf of its series portfolios, AIM Large Cap Growth Fund ("Large
Cap Growth") and AIM Blue Chip Fund ("Blue Chip"), which provides for the
reorganization of Blue Chip with and into Large Cap Growth (the "Blue Chip
Reorganization"). Pursuant to the Blue Chip Plan, all of the assets of Blue Chip
will be transferred to Large Cap Growth, Large Cap Growth will assume all of the
liabilities of Blue Chip and the Trust will issue shares of each class of Large
Cap Growth to shareholders of Blue Chip corresponding to the class of shares of
Blue Chip held by such shareholders. The value of each Blue Chip shareholder's
account with Large Cap Growth after the Blue Chip Reorganization will be the
same as the value of such shareholder's account with Blue Chip immediately prior
to the Blue Chip Reorganization.
As used herein, "Plans" shall refer to the Premier Equity Plan, the
Aggressive Growth Plan, the Weingarten Plan and the Blue Chip Plan; "Selling
Fund(s)" shall refer to Premier Equity, Aggressive Growth, Weingarten and Blue
Chip; "Buying Fund(s)" shall refer to Charter, Constellation and Large Cap
Growth; and "Reorganizations" shall refer to the Premier Equity Reorganization,
the Aggressive Growth Reorganization, the Weingarten Reorganization and the Blue
Chip 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 each Buying Fund
to be issued to the shareholders of the corresponding classes of shares of each
Selling Fund pursuant to the applicable Plans, as set forth on Exhibit A hereto
(the "Buying Funds 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 Funds 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.
AIM Equity Funds
November 16, 2005
Page 3
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(s)," "Other Terms,"
"Federal Income Tax Consequences" and "Legal Matters," 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 FUNDS AND SELLING FUNDS SHARES
Corresponding Classes of
Classes of Shares of Selling Fund Shares of Buying Fund
AIM Premier Equity Fund AIM Charter 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
Institutional Class Shares Institutional Class Shares
Corresponding Classes of
Classes of Shares of Selling Fund Shares of Buying Fund
AIM Aggressive Growth Fund AIM Constellation 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
Institutional Class Shares Institutional Class Shares
Corresponding Classes of
Classes of Shares of Selling Fund Shares of Buying Fund
AIM Weingarten Fund AIM Constellation 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
Institutional Class Shares Institutional Class Shares
Corresponding Classes of
Classes of Shares of Selling Fund Shares of Buying Fund
AIM Blue Chip Fund AIM Large 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