Exhibit 11
HALE AND DORR LLP
C O U N S E L O R S A T L A W
www.haledorr.com
60 STATE STREET o BOSTON, MA 02109
617-526-6000 o FAX 617-526-5000
February 15, 2002
Kobren Insight Funds
on behalf of Kobren Growth Fund
20 William Street, Suite 310
Wellesley Hills, MA 02181
Ladies and Gentlemen:
Kobren Insight Funds (the "Trust"), formerly known as Insight Premier
Funds, is organized as a Massachusetts business trust under a Declaration of
Trust dated September 13, 1996, as amended from time to time (as so amended, the
"Declaration of Trust"). The beneficial interests thereunder are represented by
transferable shares of beneficial interest, $0.001 par value.
The Trustees have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided.
Pursuant to Article V, Section 5.1 of the Declaration of Trust, the number
of shares of beneficial interest authorized to be issued under the Declaration
of Trust is unlimited and the Trustees are authorized to divide the shares into
one or more series of shares and one or more classes thereof as they deem
necessary or desirable.
Pursuant to Article V, Section 5.4 of the Declaration of Trust, the
Trustees are empowered in their discretion to issue shares of any series for
such amount and type of consideration, including cash or property, and on such
terms as the Trustees may deem best (or for no consideration if pursuant to a
share dividend or split-up), all without action or approval of the shareholders.
Pursuant to Article V, Section 5.11 of the Declaration of Trust, the
Trustees have established three separate series of shares designated "Kobren
Growth Fund," "Kobren Moderate Growth Fund," and Kobren Delphi Value Fund."
On February 11, 2002, the Trustees authorized the officers of the Trust to
enter into an Agreement and Plan of Reorganization between Kobren Growth Fund
and Kobren Moderate Growth Fund (the "Agreement and Plan of Reorganization"),
and to determine the appropriate number of shares to be registered, to register
with the Securities and Exchange Commission, and to issue and sell to the
public, such shares.
We have examined the Declaration of Trust and By-Laws, each as amended
from time to time, of the Trust, a draft of the Agreement and Plan of
Reorganization, resolutions of the Board of Trustees relating to the
authorization of the Agreement and Plan of Reorganization and the authorization
and issuance of shares of beneficial interest of the Trust, and such other
documents as we have deemed necessary or appropriate for the purposes of this
opinion, including, but not limited to, originals, or copies certified or
otherwise identified to our satisfaction, of such documents, Trust records and
other instruments. In our examination of the above documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as certified of photostatic copies.
Any reference to "our knowledge," to any matter "known to us," "coming to
our attention" or "of which we are aware" or any variation of any of the
foregoing shall mean the conscious awareness of the attorneys in this firm who
have rendered substantive attention to the Agreement and Plan of Reorganization
and the transactions contemplated thereby, of the existence or absence of any
facts which would contradict the opinions set forth below. We have not
undertaken any independent investigation to determine the existence or absence
of such facts, and no inference as to our knowledge of the existence or absence
of such facts should be drawn from the fact of our representation of the Trust.
Without limiting the foregoing, we have not examined any dockets or records of
any court, administrative tribunal or other similar entity, or any electronic or
computer databases, in connection with our opinions expressed below.
Our opinions below are qualified to the extent that they may be subject to
or affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the rights and
remedies of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing and (iii)
duties and standards imposed on creditors and parties to contracts, including,
without limitation, requirements of good faith, reasonableness and fair dealing.
Further, we do not express any opinion as to (i) the availability of the remedy
of specific performance or any other equitable remedy upon breach of any
provision of any agreement whether applied by a court of law or equity, (ii) the
successful assertion of any equitable defense, or (iii) the right of any party
to enforce the indemnification or contribution provisions of any agreement.
In rendering the opinion below, insofar as it relates to the good standing
and valid existence of the Trust, we have relied solely on a certificate of the
Secretary of State of The Commonwealth of Massachusetts, dated as of a recent
date, and is rendered as of the date of such certificate and is limited
accordingly. We express no opinion as to the tax good standing of the Trust in
any jurisdiction.
For purposes of this opinion letter, we have not made an independent
review of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and we express no opinion with respect to the laws of any other
jurisdiction or to any other laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities or
Blue Sky laws, including the securities laws of The Commonwealth of
Massachusetts.
Our opinion below, as it relates to the non-assessability of the shares of
the Trust, is qualified to the extent that under Massachusetts law, shareholders
of a Massachusetts business trust may be held personally liable for the
obligations of the Trust. In this regard, however, please be advised that the
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and permits notice of such disclaimer to be given in each contract or
instrument made or issued by the Trustees of the Trust. Also, the Declaration of
Trust provides for indemnification out of Trust property for all loss and
expense of any shareholder held personally liable for the obligations of the
Trust.
Assuming satisfaction with all conditions set forth in the draft Agreement
and Plan of Reorganization between Kobren Growth Fund and Kobren Moderate Growth
Fund and the valid execution and delivery of such Agreement (in the form of such
draft Agreement) by the parties thereto, we are of the opinion that all
necessary Trust action precedent to the issuance of the shares of beneficial
interest of the Trust to be issued pursuant to the Trust's Registration
Statement on Form N-14 has been duly taken, and that all such shares, when
issued in accordance with the terms of the Agreement and Plan of Reorganization,
will be legally and validly issued, fully paid and non-assessable by the Trust,
subject to compliance with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and the applicable state laws
regulating the sale of securities.
We are opining only as to the specific legal issues expressly set forth
herein, and no opinion should be inferred as to any other matters. We are
opining on the date hereof as to the law in effect on the date hereof, and we
disclaim any obligation to advise you of any change in any of these sources of
law or subsequent legal or factual developments which might affect any matters
or opinions set forth herein.
This opinion is furnished to you solely for your use and may not be quoted
to or relied upon by any other person or entity or used for any other purpose,
without our prior written consent.
We consent to your filing this opinion with the Securities and Exchange
Commission as an exhibit to the Trust's registration statement on Form N-14 and
any amendments to the registration statement. Except as provided in this
paragraph, this opinion may not be relied upon by, or filed with, any other
parties or for any other purpose.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
BOSTON LONDON* MUNICH* NEW YORK OXFORD* PRINCETON RESTON WALTHAM WASHINGTON
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Hale and Dorr LLP is a Massachusetts Limited Liability Partnership and includes Professional Corporations
* an independent joint venture law firm