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                                                                  March 27, 2006

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

          Re:  Federal Income Tax Consequences of the Reorganization of
               AIM Weingarten  Fund

Ladies and Gentlemen:

          You have requested our opinion regarding certain United States federal
income tax consequences in connection with the transfer of the property and
assets of AIM Weingarten Fund ("Selling Fund") to AIM Constellation Fund
("Buying Fund"), each an investment portfolio of AIM Equity Funds ("Trust"), a
Delaware statutory trust, in exchange for shares of beneficial interest of
Buying Fund ("Buying Fund Shares") issued by Trust directly to Selling Fund
Shareholders, and Buying Fund's assumption of Selling Fund's liabilities, and
the termination of Selling Fund as a designated series of shares of Trust, all
pursuant to the Plan of Reorganization that was adopted by the Board of Trustees
of Trust as of November 14, 2005 (the "Plan") (the transaction in its entirety
being hereinafter referred to as the "Reorganization"). Capitalized terms used
in this letter without definition shall have the meanings given them in the
Plan.

          For purposes of this opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements and
representations contained in originals or copies of the Plan, the exhibits
attached thereto, the Registration Statement on Form N-14 filed by Trust on
November 16, 2005 with the Securities and Exchange Commission, and such other
documents and instruments as we have deemed necessary or appropriate. In our
examination of the foregoing materials, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to the original
documents of all documents submitted to us as copies. We have assumed that such
documents reflect all the material facts relating to the Reorganization. In
addition, we have assumed that the Reorganization will be consummated in
accordance with the terms of such documents and that none of the material terms
and conditions contained therein will have been waived or modified prior to the
consummation of the Reorganization.

Weingarten Tax Opinion



March 27, 2006
Page 2


          We note that the Registration Statement describes both the
Reorganization and a transaction involving the transfer of the property and
assets of AIM Aggressive Growth Fund, a separate investment portfolio of Trust,
to Buying Fund, in exchange for shares of beneficial interest of Buying Fund
(the "Aggressive Growth Reorganization"). In rendering our opinion, we have made
no assumptions regarding the consummation of the Aggressive Growth
Reorganization.

          In rendering this opinion, we are relying upon the representations,
warranties and covenants made by Trust in the Plan as well as on a letter of
representation of even date herewith that we have received from an officer of
the Trust, a copy of which is attached as Exhibit A hereto. We have not been
asked to, nor have we undertaken to, verify the accuracy of these and other
representations made to us. In this regard, we have assumed that any
representation made "to the best of the knowledge," "to the knowledge" or
similarly qualified is correct without such qualification. As to all matters in
which a person making a representation has represented that such person either
is not a party to, does not have, or is not aware of, any plan or intention,
understanding or agreement, we have likewise assumed that there is in fact no
such plan, intention, understanding or agreement.

          Based upon and subject to the foregoing, it is our opinion that, for
federal income tax purposes:

     1. The transfer of the assets of Selling Fund to Buying Fund in exchange
solely for Buying Fund Shares distributed directly to Selling Fund Shareholders
and Buying Fund's assumption of the Liabilities, as provided in the Plan, will
constitute a "reorganization" within the meaning of Section 368(a) of the Code,
and Selling Fund and Buying Fund each will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.

     2. In accordance with Sections 357(a), 361(a) and 361(c)(1) of the Code, no
gain or loss will be recognized by Selling Fund on the transfer of its assets to
Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's
assumption of the Liabilities, or on the distribution of Buying Fund Shares to
Selling Fund Shareholders.

     3. In accordance with Section 1032 of the Code, no gain or loss will be
recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange
for Buying Fund Shares issued directly to Selling Fund Shareholders.

     4. In accordance with Section 354(a)(1) of the Code, no gain or loss will
be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares
in exchange for their shares of Selling Fund.

     5. In accordance with Section 362(b) of the Code, the basis to Buying Fund
of the assets of Selling Fund will be the same as the basis of such assets in
the hands of Selling Fund immediately prior to the Reorganization.

Weingarten Tax Opinion



March 27, 2006
Page 3


     6. In accordance with Section 358(a) of the Code, a Selling Fund
Shareholder's basis for Buying Fund Shares received by the Selling Fund
Shareholder will be the same as his basis for Selling Fund Shares exchanged
therefor.

     7. In accordance with Section 1223(1) of the Code, a Selling Fund
Shareholder's holding period for Buying Fund Shares will be determined by
including such Selling Fund Shareholder's holding period for the shares of
Selling Fund exchanged therefor, provided that the Selling Fund Shareholder held
such Selling Fund Shares as a capital asset.

     8. In accordance with Section 1223(2) of the Code, the holding period with
respect to the assets of Selling Fund transferred to Buying Fund in the
Reorganization will include the holding period for such assets in the hands of
Selling Fund.

     9. In accordance with Sections 381(a)(2) of the Code, Buying Fund will
succeed to and take into account the items of Selling Fund described in Section
381(c) of the Code, subject to the conditions and limitations specified in
Sections 381 through 384 of the Code and the Treasury Regulations thereunder.

          We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except the
Reorganization. We also note that certain Selling Fund Shareholders may be
subject to special rules because of their particular federal income tax status
and that the tax consequences of the Reorganization to such Selling Fund
Shareholders may accordingly differ from the ones of general application that
are described above. This opinion is intended to satisfy the mutual condition
precedent to the Reorganization set forth in Section 6.1(k) of the Plan, is
being furnished to you solely for that purpose, and may not be relied upon by
any other person without our express written consent. We expressly authorize
Trust to file this opinion with the Securities and Exchange Commission as a
post-effective amendment to the Registration Statement as required by the Plan.

          Our opinion is based upon the Code, Treasury regulations (proposed,
temporary and final) promulgated thereunder, judicial decisions, interpretative
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, all as in effect on the date hereof. All such legal
authorities are subject to change, either prospectively or retroactively. We are
not undertaking hereby any obligation to advise you of any changes in the
applicable law subsequent to the date hereof, even if such changes materially
affect the tax consequences of the Reorganization that are set forth above.

          If any of the facts, assumptions or representations on which our
opinion is based are incorrect, we expect you to advise us so that we may
consider the effect, if any, on our opinion.

Weingarten Tax Opinion



March 27, 2006
Page 4


          Our opinion has no binding effect on the Internal Revenue Service or
the courts of any jurisdiction. No assurance can accordingly be given that, if
the matter were contested, a court would agree with the legal conclusions set
forth above.

                                      Sincerely,


                                      /s/ Ballard Spahr Andrews & Ingersoll, LLP

Weingarten Tax Opinion