EXHIBIT 12(a)
[ROPES & GRAY HEADER]
September 26, 2005
Nations Tennessee Intermediate Municipal Bond Fund
Nations Funds Trust
One Bank of America Plaza, 33rd Floor
Charlotte, North Carolina 28255-0001
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Funds Trust V
One Financial Center
Boston, Massachusetts 02111-2621
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated June 1, 2005 between Nations Funds Trust,
a Delaware statutory trust (the "Target Trust"), on behalf of Nations Tennessee
Intermediate Municipal Bond Fund ("Target Fund") and Columbia Funds Trust V, a
Massachusetts business trust (the "Acquiring Trust"), on behalf of Columbia
Intermediate Tax-Exempt Bond Fund ("Acquiring Fund"). The Agreement describes a
transaction (the "Transaction") to occur as of the date of this letter (the
"Closing Date"), pursuant to which Acquiring Fund will acquire substantially all
of the assets of Target Fund in exchange for shares of beneficial interest in
Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain U.S. federal income tax consequences of the Transaction is furnished to
you pursuant to Section 8.5 of the Agreement. Capitalized terms not defined
herein are used herein as defined in the Agreement.
Target Fund is a series of the Company, which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. Shares of Target Fund are redeemable at net asset
value, plus any applicable sales charge, at each shareholder's option. Target
Fund has elected to be a regulated investment company for federal income tax
purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the
"Code").
Acquiring Fund is a series of the Company, which is registered under
the 1940 Act as an open-end management investment company. Shares of Acquiring
Fund are redeemable at net
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asset value, plus any applicable sales charge, at each shareholder's option.
Acquiring Fund has elected to be a regulated investment company for federal
income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Combined Prospectus/Proxy Statement dated July 1, 2005 and such other items as
we have deemed necessary to render this opinion. In addition, you have provided
us with letters dated as of the date hereof, representing as to certain facts,
occurrences and information upon which you have indicated that we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above), including, in particular, representations
concerning the portion of Target Fund's historic business assets that Acquiring
Fund will retain following the Transaction.
Based on the foregoing representations and assumption and our review of
the documents and items referred to above, we are of the opinion that generally
for U.S. federal income tax purposes:
(i) The Transaction will constitute a reorganization within the
meaning of Section 368(a) of the Code, and Acquiring Fund and
Target Fund each will be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
(ii) Under section 1032 of the Code, no gain or loss will be
recognized by Acquiring Fund upon the receipt of the assets of
Target Fund in exchange for Acquiring Fund Shares and the
assumption by Acquiring Fund of the liabilities of Target
Fund;
(iii) Under section 362(b) of the Code, the basis in the hands of
Acquiring Fund of the assets of Target Fund transferred to
Acquiring Fund in the Transaction will be the same as the
basis of such assets in the hands of Target Fund immediately
prior to the transfer;
(iv) Under section 1223(2) of the Code, the holding periods of the
assets of Target Fund in the hands of Acquiring Fund will
include the periods during which such assets were held by
Target Fund;
(v) Under section 361 of the Code, no gain or loss will be
recognized by Target Fund upon the transfer of Target Fund's
assets to Acquiring Fund in exchange for Acquiring Fund Shares
and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares
by Target Fund to its shareholders in liquidation;
(vi) Under section 354 of the Code, no gain or loss will be
recognized by Target Fund shareholders upon the exchange of
their Target Fund shares for Acquiring Fund Shares;
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(vii) Under section 358 of the Code, the aggregate basis of
Acquiring Fund Shares a Target Fund shareholder receives in
connection with the Transaction will be the same as the
aggregate basis of his or her Target Fund shares exchanged
therefor;
(viii) Under section 1223(1) of the Code, a Target Fund shareholder's
holding period for his or her Acquiring Fund Shares will be
determined by including the period for which he or she held
the Target Fund shares exchanged therefor, provided that he or
she held such Target Fund shares as capital assets; and
(ix) Acquiring Fund will succeed to and take into account the items
of Target Fund described in Section 381(c) of the Code,
subject to the conditions and limitations specified in
Sections 381, 382, 383 and 384 of the Code and the Regulations
thereunder.
Notwithstanding the foregoing, the Code requires that certain contracts
or securities (including, in particular, futures contracts, certain foreign
currency contracts, "non-equity" options and investments in "passive foreign
investment companies") be marked to market (treated as sold for their fair
market value) at the end of a taxable year (or upon their termination or
transfer), and Target Fund's taxable year will end as a result of the
Reorganization.
Our opinion is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and
other applicable authority, all as in effect on the date of this opinion. The
legal authorities on which this opinion is based may be changed at any time. Any
such changes may be retroactively applied and could modify the opinions
expressed above.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
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