Exhibit 12
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, DC 20036
Telephone: (202) 828-2000
Facsimile: (202) 828-2195
________________, 2003
Janus Aspen Series
100 Fillmore Street
Denver, Colorado 80206-4928
Ladies and Gentlemen:
Janus Aspen Series (the "Trust"), on behalf of the Janus Aspen
Series Strategic Value Portfolio ("Acquired Fund") and the Janus Aspen Series
Mid Cap Value Portfolio ("Acquiring Fund"), both series of the Trust, has
requested our opinion as to certain federal income tax consequences of a
transaction ("Reorganization") in which Acquiring Fund will acquire all of the
assets and assume all of the liabilities of Acquired Fund in exchange solely for
shares of beneficial interest in Acquiring Fund ("Acquiring Shares") pursuant to
an Agreement and Plan of Reorganization ("Agreement") expected to be entered
into between Acquired Fund and Acquiring Fund as of ________, 2003.
In rendering this opinion, we have examined a draft of the agreement
("Draft Agreement"), the Prospectus/Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Reorganization, the
currently effective prospectuses and statements of additional information of the
Portfolios, and such other documents as we deem necessary. We have also relied,
with your consent, on information provided by Trust officers.
Based solely on the facts and representations set forth in the
reviewed documents and the information provided by the officers of the Trust,
and assuming that (i) those representations are true on the date of the
Reorganization, (ii) the Reorganization is consummated in accordance with the
Agreement, and (iii) the Agreement does not differ materially from the Draft
Agreement, our opinion with respect to the federal income tax consequences of
the Reorganization is as follows:
1. The transfer to the Acquiring Fund of all or substantially all
of the assets of the Acquired Fund in exchange solely for
Acquiring Fund shares and the assumption by the Acquiring Fund
of all of the liabilities of the Acquired Fund, followed by
the distribution of such shares to the Acquired Fund
shareholders in exchange for their shares of the Acquired Fund
in complete liquidation of the Acquired Fund, will constitute
a "reorganization" within the meaning of Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"),
and the Acquiring Fund and the Acquired Fund will each be "a
party to a reorganization" within the meaning of Section
368(b) of the Code.
2. No gain or loss will be recognized by the Acquired Fund upon
the transfer of all or substantially all of its assets to the
Acquiring Fund in exchange solely for Acquiring Fund shares
and the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund followed by the distribution
of Acquiring Fund Shares to the shareholders of Acquired Fund
and its liquidation.
3. The basis of the assets of the Acquired Fund in the hands of
the Acquiring Fund will be the same as the basis of such
assets of the Acquired Fund immediately prior to the transfer.
4. The holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund will include the period during
which such assets were held by the Acquired Fund.
5. No gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Acquired Fund in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund
of all of the liabilities of the Acquired Fund.
6. No gain or loss will be recognized by Acquired Fund
shareholders upon the receipt of the Acquiring Fund shares
solely in exchange for their shares of the Acquired Fund as
part of the transaction.
7. The basis of the Acquiring Fund shares received by Acquired
Fund shareholders will be the same as the basis of the shares
of the Acquired Fund exchanged therefore.
8. The holding period of Acquiring Fund shares received by
Acquired Fund Shareholders will include the holding period
during which the shares of the Acquired Fund exchanged
therefor were held, provided that at the time of the exchange
the shares of the Acquired Fund were held as capital assets in
the hands of Acquired Fund shareholders.
The foregoing opinion is based on, and is conditioned on the
continued applicability of, the provisions of the Code and regulations
thereunder, case law precedent, and the Internal Revenue Service pronouncements
in existence as of the date hereof. We express no opinion as to whether the
Acquired Fund will recognize gain or loss in the reorganization under Section
1256 of the Code with respect to futures, forwards, or options, or income or
deductions under Section 1296 of the Code with respect to its investments in
passive foreign investment companies.
We consent to the inclusion of this opinion in the Registration
Statement on Form N-14 filed with the Securities and Exchange Commission and the
inclusion of the name "Shea & Gardner" in the Registration Statement.
Yours truly,
/s/ Shea & Gardner
Shea & Gardner