[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]


                                                              September 29, 2004


AIM Equity Funds
11 Greenway Plaza, Suite 100
Houston, TX  77046-1173

                  Re:  AIM Equity Funds
                       Registration Statement on Form N-1A

Ladies and Gentlemen:

                  We have acted as counsel to AIM Equity Funds, a statutory
trust organized under the laws of the State of Delaware (the "Trust") and
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, series management investment company.

                  This opinion is given in connection with the filing by the
Trust of Post-Effective Amendment No. 80 to the Registration Statement on Form
N-1A under the Securities Act of 1933, as amended, and Amendment No. 80 to such
Registration Statement under the 1940 Act (collectively, the "Registration
Statement") relating to the registration of an indefinite number of Investor
Class shares of beneficial interest, par value $.001 per share (the "Shares"),
of AIM Capital Development Fund (the "Fund").

                  In connection with our giving this opinion, we have examined
copies of the Trust's Certificate of Trust, Amended and Restated Agreement and
Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of the
Board of Trustees adopted September 14, 2004, and originals or copies, certified
or otherwise identified to our satisfaction, of such other documents, records
and other instruments as we have deemed necessary or advisable for purposes of
this opinion. We have also examined the prospectus for the Fund, which is
included in the Registration Statement, substantially in the form in which it is
to become effective (the "Prospectus"). As to various questions of fact material
to our opinion, we have relied upon information provided by officers of the
Trust.

                  Based on the foregoing, we are of the opinion that the Shares
to be offered for sale pursuant to the Prospectus are duly authorized and, when
sold, issued and paid for as described in the Prospectus for the Fund, will be
validly issued, fully paid and nonassessable.

                  We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the Delaware
Statutory Trust Act.

                  Both the Delaware Statutory Trust Act and the Trust Agreement
provide that shareholders of the Trust shall be entitled to the same limitation
on personal liability as is extended under the Delaware General Corporation Law
to stockholders of private corporations for profit. There is a remote
possibility, however, that, under certain circumstances, shareholders of a
Delaware statutory trust may be held personally liable for that trust's
obligations to the extent that the courts of another state which does not
recognize such limited liability were to apply the laws of such state to a
controversy involving such obligations. The Trust Agreement also provides for
indemnification out of property of the Fund for all loss and expense of any
shareholder held personally liable for the obligations of the Fund. Therefore,
the risk of any shareholder incurring financial loss beyond his investment due
to shareholder liability is limited to circumstances in which the Fund is unable
to meet its obligations and the express limitation of shareholder liabilities is
determined not to be effective.

                  We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and to the reference to our
firm under the caption "Investment Advisory and Other Services - Other Service
Providers - Counsel to the Trust" in the Statement of Additional Information for
the Fund, which is included in the Registration Statement.


                                                  Very truly yours,


                                      /s/ Ballard Spahr Andrews & Ingersoll, LLP