EX-99.12(C) 5 c67756aex99-12c.txt OPINION AND CONSENT OF DORSEY & WHITNEY LLP EXHIBIT 12c [Dorsey & Whitney LLP Letterhead] February 15, 2002 Hartford-Fortis Series Fund, Inc. 500 Bielenberg Drive Woodbury, MN 55125 The Hartford Mutual Funds, Inc. P. O. Box 2999 Hartford, CT 06104 Ladies and Gentlemen: We have acted as counsel to Hartford-Fortis Series Fund, Inc., a Maryland corporation ("Fortis"), in connection with the acquisition of all of the assets of Fortis Growth & Income Fund ("Target Fund"), a separately managed series of Fortis, by The Hartford Growth and Income Fund ("Acquiring Fund"), a separately managed series of The Hartford Mutual Funds, Inc., a Maryland corporation ("Hartford"), pursuant to an Agreement and Plan of Reorganization dated as of December 20, 2001, by and between Fortis on behalf of Target Fund and Hartford on behalf of Acquiring Fund (the "Agreement"). You have requested our opinion concerning certain federal income tax consequences of the transfer of the assets of Target Fund in exchange for the shares of Acquiring Fund and the distribution of such shares to Target Fund Shareholders upon liquidation of Target Fund, all pursuant to the Agreement (the "Reorganization"). In this regard we have examined (1) the Agreement, (2) the Registration Statement on Form N-14 (including, but not limited to, the Prospectus and Proxy Statement included therein) filed with the Securities and Exchange Commission on or about December 19, 2001, and such other documents and records as we consider necessary in order to render this opinion. Unless otherwise provided herein, capitalized terms used in this opinion shall have the same meaning as set forth in the Prospectus and Proxy Statement or the Agreement, as the case may be. Pursuant to the Agreement, all of the assets and all of the liabilities of each Target Fund as of the Closing will be exchanged for shares of common stock of the corresponding Acquiring Fund having an aggregate net asset value equal to the net value of the assets of Target Fund at the Closing. All Acquiring Fund Shares then held by Target Fund, representing all of the assets of Target Fund, will be distributed to Target Fund Shareholders pursuant to the Agreement in a liquidating distribution and all of the issued and outstanding shares of Target Fund at the Closing shall be redeemed and cancelled on the books of Fortis. In the distribution, each Target Fund Shareholder will receive Acquiring Fund Shares of a class corresponding to the class of shares that he or she held in Target Fund, with a net asset value equal at the Closing to the net asset value of the shareholder's Target Fund Shares as of such time. Hartford-Fortis Series Fund, Inc. The Hartford Mutual Funds, Inc. February 15, 2002 Page 2 The Reorganization is being undertaken because the Board of Fortis has determined that participation in the Reorganization is in the best interest of Target Fund, and that the interests of Target Fund shareholders will not be diluted as a result of the reorganization. In approving the plan of reorganization, the Board considered, as more fully discussed in the Registration Statement, that Target Fund and Acquiring Fund are managed by the same portfolio managers, that the Reorganization will result in the surviving Fund's having a larger asset base which may result in cost savings, and that the Reorganization will allow Target Fund shareholders access to Hartford's larger family of retail mutual funds. Our opinion is based upon existing law and currently applicable Treasury Regulations, currently published administrative positions of the Internal Revenue Service contained in Revenue Rulings and Revenue Procedures and judicial decisions, all of which are subject to change prospectively and retroactively. It is not a guarantee of the current status of the law and should not be accepted as a guarantee that a court of law or an administrative agency will concur in the opinion. Based on the Agreement, the other documents referred to herein, the facts and assumptions stated above, as well as representations made by Fortis in a Certificate dated February 15, 2002, representations made by Hartford in a Certificate dated February 15, 2002, the provisions of the Code and judicial and administrative interpretations as in existence on the date hereof, it is our opinion that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and that each of Acquiring Fund and Target Fund will be a party to the reorganization within the meaning of Section 368(b) of the Code. On the basis of the foregoing opinion that the Reorganization will constitute a reorganization within the meaning of Section 368 of the Code, it is further our opinion that: (i) Target Fund will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares or on the subsequent distribution of those Shares to the Target Fund Shareholders in exchange for their Target Fund Shares; (ii) Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; Hartford-Fortis Series Fund, Inc. The Hartford Mutual Funds, Inc. February 15, 2002 Page 3 (iii) Acquiring Fund's basis in the assets will be the same as Target Fund's basis therein immediately before the Reorganization, and Acquiring Fund's holding period for the Assets will include Target Fund's holding period therefor; (iv) Target Fund shareholders will recognize no gain or loss on the exchange of all of their Target Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization. Target Fund shareholders subject to taxation will recognize income upon receipt of any net investment income or net capital gains of Target Fund which are distributed by Target Fund prior to the Closing; (v) A Target Fund Shareholder's aggregate basis in the Acquiring Fund Shares to be received by it in the Reorganization will be the same as the aggregate basis in its Target Fund Shares surrendered in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Target Fund shares, provided that the Target Fund shares were held as a capital asset at the Effective Time; and (vi) Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code. Acquiring Fund will take these items into account subject to the conditions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the Regulations thereunder. The foregoing opinion is being furnished to you solely for your benefit in connection with the Reorganization and may not be relied upon by, nor may copies be delivered to, any person without our prior written consent. Our opinion is limited to the matters expressly addressed above. No opinion is expressed and none should be inferred as to any other matter. Specifically, no opinion is expressed as to the effect of the Reorganization on Acquiring Fund, Target Fund, or any Shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. We consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement on Form N-14. Very truly yours, /s/ Dorsey & Whitney LLP BJS/WRG