EX-99.11.C 5 h07957exv99w11wc.txt OPINION OF KIRPATRICK & LOCKHART LLP EXHIBIT 11(c) Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue NW Suite 200 Washington, DC 20036 202-778-9000 August 11, 2003 INVESCO Sector Funds, Inc. 4350 South Monaco Street Denver, Colorado 80237 Ladies and Gentlemen: You have requested our opinion as counsel to INVESCO Sector Funds, Inc. (the "Company"), a Maryland corporation, as to certain matters regarding the Class A, Class B and Class C shares of INVESCO Financial Services Fund (the "Acquiring Fund"), a series of the Company, to be issued in connection with the reorganization of AIM Global Financial Services Fund (the "Target Fund"), a series of AIM Investment Funds ("AIM Investment"), into the Acquiring Fund, as provided for in the Agreement and Plan of Reorganization (the "Plan") by and among the Company, on behalf of the Acquiring Fund, AIM Investment, on behalf of the Target Fund, A I M Advisors, Inc. and INVESCO Funds Group, Inc. The Plan provides for the Target Fund to transfer all of its assets to the Acquiring Fund in exchange solely for a number of Class A, Class B and Class C shares of common stock ($.01 par value) of the Acquiring Fund that is to be determined in the manner specified in the Plan (the "Shares") and the Acquiring Fund's assumption of all of the liabilities of the Target Fund. For purposes of rendering our opinion, we have examined the disclosure that we understand will be contained in the Registration Statement on Form N-14 ("Registration Statement") that is being filed by the Company for the purpose of registering the Shares under the Securities Act of 1933, as amended (the "1933 Act"); the form of Plan that we understand will be included as an appendix to the Combined Proxy Statement and Prospectus contained in the Registration Statement; and the Company's Articles of Incorporation, as amended (the "Charter"), and Bylaws. We have also examined the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation, as we have deemed appropriate. In rendering our opinion, we have made the assumptions that are customary in opinion letters of this kind. We have further assumed that, as of any date of determination, the number of issued Shares of each class will not exceed the number of such shares authorized to be issued under the Charter. We have not verified any of those assumptions. Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Maryland that, in our experience, generally are applicable to the issuance of shares by entities such as the Company. We express no opinion with respect to any other laws. INVESCO Sector Funds, Inc. August 11, 2003 Page 2 Based upon and subject to the foregoing, we are of the opinion that: 1. The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Company; and 2. When issued and paid for upon the terms provided in the Plan and the Registration Statement, the Shares to be issued pursuant to the Plan and the Registration Statement will be validly issued, fully paid and non-assessable. This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the Securities and Exchange Commission ("SEC") in connection with the Registration Statement and to the reference to this firm in the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder. Very truly yours, /s/ Kirkpatrick & Lockhart LLP