THOMPSON BRUSSELS CINCINNATI CLEVELAND COLUMBUS DAYTON NEW YORK WASHINGTON, D.C.
  HINE

                                                               January 31, 2003


AmeriPrime Funds
431 North Pennsylvania Street
Indianapolis, IN  46204

      Re: AmeriPrime Funds, File Nos. 33-96826 and 811-9096

Gentlemen:

     This letter is in response  to your  request for our opinion in  connection
with the  filing of the  Post-Effective  Amendment  No.  76 to the  Registration
Statement,  File Nos. 33-96826 and 811-9096 (the "Registration  Statement"),  of
the AmeriPrime Funds (the "Trust").

     We have examined a copy of the Trust's Agreement and Declaration of Trust,
the Trust's By-laws, the Trust's record of the various actions by the Trustees
thereof, and all such agreements, certificates of public officials, certificates
of officers and representatives of the Trust and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinion hereinafter expressed. We have assumed the genuineness of
the signatures and the conformity to original documents of the copies of such
documents supplied to us as copies thereof.

     Based upon the foregoing, we are of the opinion that, after Post-Effective
Amendment No. 76 is effective for purposes of applicable federal and state
securities laws, the shares of the following: AAM Equity Fund, Columbia Partners
Equity Fund, Dobson Covered Call Fund, IMS Strategic Income Fund, IMS Capital
Value Fund, IMS Strategic Allocation Fund, Jumper Strategic Advantage Fund,
Westcott Fixed Income Fund, Westcott Large-Cap Value Fund and Westcott Large-Cap
Growth Fund (collectively, the "Funds"), each a series of the Trust, if issued
in accordance with the then current Prospectuses and Statements of Additional
Information of the Funds, will be legally issued, fully paid and non-assessable.

     We hereby give you our permission to file this opinion with the Securities
and Exchange Commission as an exhibit to Post-Effective Amendment No. 76 to the
Registration Statement.

                                                               Very truly yours,

                                                                      /s/
                                                               Thompson Hine LLP
DSM/WHC/JMS