EXHIBIT 11


                           [Ropes & Gray Letterhead]

                                 March 27, 2002

Liberty Acorn USA
c/o Liberty Acorn Trust
One Financial Center
Boston, Massachusetts 02111

      Re:  Registration Statement on Form N-14

Ladies and Gentlemen:

     We have acted as counsel to Liberty Acorn USA (the "Acquiring Fund"), a
series of Liberty Acorn Trust (the "Trust"), in connection with the Registration
Statement of the Trust on Form N-14 (the "Registration Statement") being filed
by the Trust today under the Securities Act of 1933, as amended (the "Act"),
relating to the proposed combination of the Acquiring Fund with the Stein Roe
Small Company Growth Fund (the "Acquired Fund"), a series of Liberty-Stein Roe
Funds Investment Trust (the "Acquired Fund Trust"), and the issuance of shares
of beneficial interest of specified classes of the Acquiring Fund in
connection therewith (the "Shares"), all in accordance with the terms of the
Agreement and Plan of Reorganization by and among the Trust on behalf of the
Acquiring Fund, the Acquired Fund Trust on behalf of the Acquired Fund, and
Columbia Management Group, Inc. (the "Agreement and Plan of Reorganization"), in
substantially the form included in the Registration Statement.

     We have examined the Trust's Agreement and Declaration of Trust and
amendments thereto (collectively, the "Agreement and Declaration of Trust") and
the Trust's By-Laws, as amended.  We have also examined such other documents and
records as we have deemed necessary for the purposes of this opinion.

     We have assumed for purposes of this opinion that, prior to the date of the
issuance of the Shares, (1) the Trustees of each of the Trust and the Acquired
Fund Trust and the shareholders of the Acquired Fund will have taken all action
required of them for the approval the Agreement and Plan of Reorganization, (2)
the Trustees of the Trust will have taken all requisite action to




Liberty Acorn USA
c/o Liberty Acorn Trust                           March 27, 2002


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establish and designate Class A, B, C and Z shares of the Acquiring Fund, and
(3) the Agreement and Plan of Reorganization will have been duly executed and
delivered by each party thereto.

     Based upon the foregoing, we are of the opinion that:

     1. The Trust is a duly organized and validly existing unincorporated
association under the laws of The Commonwealth of Massachusetts and is
authorized to issue an unlimited number of its shares of beneficial interest.

     2. When issued in accordance with the Agreement and Plan of Reorganization,
the Shares will be validly issued, fully paid and nonassessable by the Trust.

     The Trust is an entity of the type commonly known as a "Massachusetts
business trust."  Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that a notice of such
disclaimer be given in each note, bond, contract, instrument, certificate or
undertaking entered into or executed by the Trust or its Trustees.  The
Agreement and Declaration of Trust provides that in case any shareholder or
former shareholder shall be held to be personally liable solely by reason of his
or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason, the shareholder or former shareholder (or
his or her heirs, executors, administrators or other legal representatives or,
in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and indemnified against
all loss and expense arising from such liability, but only out of the assets of
the particular series of shares of which he or she is or was a shareholder.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which the particular series
of which he or she is or was a shareholder would be unable to meet its
obligations.

     We understand that this opinion is to be used in connection with the
registration of the Shares for offering and sale pursuant to the Act.  We
consent to the filing of this opinion with and as part of the Registration
Statement.

     Very truly yours,

     /s/ Ropes & Gray
     ----------------------------
     Ropes & Gray