[LOGO] WILMER CUTLER PICKERING
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
+ 1 617 526 6000
June 29, 2005 + 1 617 526 5000 fax
wilmerhale.com
Pioneer Series Trust II
on behalf of its series,
Pioneer Growth Opportunities Fund
Pioneer Tax Free Money Market Fund
60 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
Pioneer Growth Opportunities Fund and Pioneer Tax Free Money Market Fund (each,
a "Fund") are each a series of Pioneer Series Trust II (the "Trust"), which was
established as a Delaware statutory trust under an Agreement and Declaration of
Trust dated September 2, 2003, as amended from time to time (the "Declaration of
Trust"). The beneficial interests thereunder are represented by transferable
shares of beneficial interest, no 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 2 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, Sections 2 and 3 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 securities, and on such
terms as the Trustees may authorize, all without action or approval of the
shareholders. As of the date of this opinion, the Trustees have established six
classes of shares for each Fund, designated as Class A, Class B, Class C, Class
Y, Class R and Investor Class shares.
We have examined the Declaration of Trust and By-Laws, each as amended from time
to time, 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.
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
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June 29, 2005
Page 2
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 the State of Delaware, dated as of a recent date, and such opinion
is limited accordingly and is rendered as of the date of such certificate.
This opinion is limited to the Delaware Statutory Trust Act statute, and we
express no opinion with respect to the laws of any other jurisdiction or to any
other laws of the State of Delaware. Further, we express no opinion as to
compliance with any state or federal securities laws, including the securities
laws of the State of Delaware.
Our opinion below, as it relates to the non-assessability of the shares of the
Trust, is qualified to the extent that any shareholder is, was or may become a
named Trustee of the Trust. It is also qualified to the extent that, pursuant to
Section 2 of Article VIII of the Declaration of Trust, the Trustees have the
power to cause shareholders, or shareholders of a particular series, to pay
certain custodian, transfer, servicing or similar agent charges by setting off
the same against declared but unpaid dividends or by reducing share ownership
(or by both means).
Subject to the foregoing, we are of the opinion that the Trust is a duly
organized and validly existing statutory trust in good standing under the laws
of the State of Delaware and that the shares of beneficial interest of each
Fund, when issued in accordance with the terms, conditions, requirements and
procedures set forth in (i) the Declaration of Trust, (ii) the Trust's
Registration Statements on this Form N-14, (iii) the Agreement and Plan of
Reorganization between Pioneer Series Trust II, on behalf of its series, Pioneer
Growth Opportunities Fund, and AmSouth Funds, on behalf of its series, AmSouth
Small Cap Fund, and (iv) the Agreement and Plan of Reorganization between
Pioneer Series Trust II, on behalf of its series, Pioneer Tax Free Money Market
Fund and AmSouth Funds, on behalf of its series, AmSouth Tax-Exempt Money Market
Fund, will be validly issued, fully paid and non-assessable shares of beneficial
interest in the Trust, subject to compliance with the Securities Act of 1933, as
amended (the "Securities Act"), the Investment Company Act of 1940, as amended,
and the applicable state laws regulating the sale of securities.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, 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.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Trust's Registration
Statement in accordance with the requirements of Form N-14 under the Securities
Act. In giving such consent, we do not hereby
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June 29, 2005
Page 3
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By: /s/ David C. Phelan
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David C. Phelan, Partner