EX. 12B- Form of Securities Opinion for NOAH FUND
April 11, 2005
Board of Trustees
Timothy Plan, a Delaware Statutory Trust
1304 West Fairbanks Avenue
Winter Park, FL 32789
Re: Reorganization of the NOAH FUND Equity Portfolio, a series of The NOAH
Investment Group, Inc., into the Timothy Plan Large/Mid-Cap Growth Fund, a
series of the Timothy Plan
Ladies and Gentlemen:
We have acted as counsel to The NOAH Investment Group, Inc., a Maryland
corporation, having its principal office in Newtown Square, Pennsylvania, in
connection with the Agreement and Plan of Reorganization (the "Agreement")
involving the Timothy Plan Large/Mid-Cap Growth Fund (the "TIMOTHY Fund"), a
series of the Timothy Plan, a Delaware statutory trust ("TIMOTHY"), and the NOAH
FUND Equity Portfolio (the "NOAH Fund"), a series of The NOAH Investment Group,
Inc. ("NOAH"). The Agreement provides for a transaction (the "Reorganization")
involving (i) the acquisition by TIMOTHY on behalf of the TIMOTHY Fund of
substantially all of the property, assets and goodwill of the NOAH Fund in
exchange solely for full and fractional shares of beneficial interest, $0.0001
par value, of Class A shares of the TIMOTHY Fund; (ii) the assumption by TIMOTHY
on behalf of the TIMOTHY Fund of all of the normal and recognized liabilities of
the NOAH Fund as of the Valuation Date (as defined in Section 2 of the
Agreement); (iii) the distribution of TIMOTHY Fund shares to the shareholders of
the NOAH Fund, without the imposition of any sales charges or commissions,
according to their respective interests in complete liquidation of the NOAH
Fund; and (iv) the dissolution of NOAH and the NOAH Fund as soon as practicable
after the closing (as referenced in Section 2 of the Agreement); all upon and
subject to the terms and conditions of the Agreement. This opinion is given
pursuant to Section 8(h) of the Agreement.
In rendering this opinion, we have reviewed the following documents and
materials:
A. The Agreement and amendments thereto, if any.
B. The Articles of Incorporation and By-Laws of NOAH, all as amended and
supplemented to date.
C. Certain minutes of proceedings of the Board of Directors of NOAH.
D. The Proxy Statement/Prospectus circulated in connection with the Special
Shareholders' Meeting held on May 16, 2005.
E. The latest amendment to NOAH's registration statement on Form N-1A,
including a prospectus (the "Current Prospectus"), dated February 28,
2005.
We have assumed and therefore have not verified independently the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
We are relying on certificates of the officers of NOAH, on behalf of the NOAH
Fund, with regard to matters of fact and certain certifications and written
statements of governmental officials with respect to the good standing of NOAH.
Other than our review of the documents set forth above, we have not reviewed any
other documents or made any independent investigation for the purpose of
rendering this opinion and we make no representations as to the scope or
sufficiency of our document review for your purpose.
The opinions hereinafter expressed are subject in all respects to the effects of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and
other laws now or hereafter in effect affecting generally the enforcement of
creditors' rights and to general equitable principles or any principles of
public policy limiting the right to enforce indemnification provisions. In
connection with the opinions expressed in paragraph 7 below with respect to the
legality, validity and binding nature of the Agreement, we express no opinion as
to the remedies conferred upon any party by the Agreement or the remedy which
any court, other governmental body or agency or arbitrator may grant, impose or
render.
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1. NOAH was created as a corporation under the laws of the State of Maryland on
December 16, 1992 and is validly existing and in good standing under the laws of
the State of Maryland;
2. NOAH is authorized to issue 100,000,000 shares of common stock, having a par
value of $0.001, of the NOAH Fund. Assuming that the initial shares of common
stock of the NOAH Fund were issued in accordance with the Investment Company Act
of 1940, as amended (the "1940 Act"), the Articles of Incorporation, all
amendments and supplements thereto, and By-Laws of NOAH, and that all other such
outstanding shares of the NOAH Fund were sold, issued and paid for in accordance
with the terms of the NOAH Fund prospectus in effect at the time of such sales,
each such outstanding share is validly issued, fully paid, non-assessable and
has full voting rights and, except for any shares sold pursuant to the private
offering exemption for purposes of raising initial capital, is freely
transferable;
3. NOAH is an open-end, investment management company of the series type
registered as such under the 1940 Act;
4. Except as disclosed in the NOAH Fund's currently effective prospectus, such
counsel does not know of any material suit, action, or legal or administrative
proceeding pending or threatened against NOAH, the unfavorable outcome of which
would materially and adversely affect NOAH or the NOAH Fund;
5. To such counsel's knowledge, no consent, approval, authorization or order of
any court, governmental authority or agency is required for the consummation by
NOAH of the transactions contemplated by this Agreement, except such as have
been obtained under the Securities Act of 1933, as amended (the "1933 Act), the
Securities Exchange Act of 1934, as amended, the 1940 Act, and Maryland laws
(including, in the case of each of the foregoing, the rules and regulations
thereunder) and such as may be required under state securities laws;
6. Neither the execution, delivery nor performance of this Agreement by NOAH
violates any provision of its Articles of Incorporation, any amendments or
supplements thereto, its By-Laws, or the provisions of any agreement or other
instrument, known to such counsel to which NOAH is a party or by which NOAH is
otherwise bound; and
7. This Agreement has been validly authorized, executed and delivered by NOAH
and represents the legal, valid and binding obligation of NOAH and is
enforceable against NOAH in accordance with its terms.
The foregoing opinions are given only with respect to laws, regulations or
orders which are currently in effect. We assume no obligation to update or
supplement this opinion to reflect any facts or circumstances that may hereafter
occur whether the same are retroactively or prospectively applied.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement of TIMOTHY on Form N-14, and any amendments thereto, covering the
registration of the shares of TIMOTHY under the 1933 Act, to be issued in the
Reorganization.
This opinion is being provided to you only and may not be published by you or
relied upon in any respect by any third party, without the prior written consent
of a partner in this law firm.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: FORM
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Merrill Steiner, a Partner
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