June 5, 2002


Professionally Managed Portfolios
2020 E. Financial Way, Ste. 100
Glendora, CA 91741

Re:      Villere Balanced Fund and Fund*X Upgrader Fund

Ladies and Gentlemen:

We have acted as counsel to Professionally  Managed Portfolios,  a Massachusetts
business trust (the "Trust"),  in connection with  Post-Effective  Amendments to
the Trust's  Registration  Statement  filed on Form N-1A with the Securities and
Exchange Commission (the "Post-Effective Amendments"),  relating to the issuance
by the  Trust of an  indefinite  number  of no-par  value  shares of  beneficial
interest (the "Shares") of Villere  Balanced Fund and Fund*X  Upgrader Fund (the
"Funds"), each a series of the Trust.

In  connection  with this  opinion,  we have  assumed  the  authenticity  of all
records, documents and instruments submitted to us as originals, the genuineness
of all  signatures,  the legal capacity of natural persons and the conformity to
the  originals  of all records,  documents  and  instruments  submitted to us as
copies.  We have based our  opinion  upon our review of the  following  records,
documents and instruments:

(a)  the Trust's  Agreement and Declaration of Trust dated February 17, 1987, as
     filed with the Massachusetts  Secretary of State (the "Secretary of State")
     on  February  24,  1987,  as  amended  on May 20,  1988,  as filed with the
     Secretary of State on September 16, 1988, and as amended on April 12, 1991,
     as filed with the  Secretary  of State on May 31, 1991 (as so amended,  the
     "Declaration  of  Trust"),  certified  to us by an  officer of the Trust as
     being true and complete and in effect on the date hereof;

(b)  the  By-Laws  of the Trust,  certified  to us by an officer of the Trust as
     being true and complete and in effect on the date hereof;

(c)  resolutions  of the Trustees of the Trust  adopted at a meeting on February
     25-26, 2002, authorizing the establishment of the Funds and the issuance of
     their Shares;

(d)  the Post-Effective Amendments; and

(e)  a certificate of an officer of the Trust concerning certain factual matters
     relevant to this opinion.

Our opinion  below is limited to the federal law of the United States of America
and the business  trust law of the  Commonwealth  of  Massachusetts.  We are not
licensed to practice law in the Commonwealth of Massachusetts, and we have based
our opinion below solely on our review of Chapter 182 of the General Laws of the
Commonwealth  of  Massachusetts  and the case law  interpreting  such Chapter as
reported in the Massachusetts Corporation Laws & Practice (Aspen Law & Business,
1997 and Supp. 2002) as updated on Lexis on June 5, 2002. We have not undertaken
a review of other  Massachusetts law or of any administrative or court decisions
in connection with rendering this opinion. We disclaim any opinion as to any law
other than that of the United  States of America and the  business  trust law of
the  Commonwealth  of  Massachusetts  as  described  above,  and we disclaim any
opinion  as  to  any  statute,  rule,  regulation,  ordinance,  order  or  other
promulgation of any regional or local governmental authority.

We note that pursuant to certain  decisions of the Supreme Judicial Court of the
Commonwealth of  Massachusetts,  shareholders of a Massachusetts  business trust
may, in certain  circumstances,  be held  personally  liable as partners for the
obligations  or  liabilities  of the Trust.  However,  we also note that Article
VIII,  Section I of the Declaration of Trust provides that all persons extending
credit  to,  contract  with or having any claim  against  the Trust or the Funds
shall look only to the assets of the Trust or the Funds for payment  thereof and
that the  shareholders  shall not be  personally  liable  therefor,  and further
provides that every note, bond, contract, instrument, certificate or undertaking
made or issued on behalf of the Trust may include a notice that such  instrument
was executed on behalf of the Trust and that the obligations of such instruments
are not binding upon any of the shareholders of the Trust individually,  but are
binding only on the assets and property of the Trust.

Based on the foregoing and our  examination  of such questions of law as we have
deemed  necessary and appropriate for the purpose of this opinion,  and assuming
that:  (i) all of the Shares  will be issued and sold for cash at the  per-share
public  offering  price  on the  date  of  their  issuance  in  accordance  with
statements in the Funds' Prospectus,  included in the Post-Effective  Amendment,
and in  accordance  with  the  Agreement  and  Declaration  of  Trust,  (ii) all
consideration  for the Shares will be actually  received by the Trust, and (iii)
all applicable securities laws will be complied with; it is our opinion that the
Shares will be legally issued, fully paid and nonassessable.

This  opinion is rendered to you solely in  connection  with the  Post-Effective
Amendments  and is solely for your benefit.  This opinion may not be relied upon
by you for any other purpose or may any other person, firm, corporation or other
entity rely on this opinion,  without our prior written consent. We disclaim any
obligation  to advise you of any  developments  in areas covered by this opinion
that occur after the date of this opinion.

We hereby  consent  to (i) the  reference  to our firm as Legal  Counsel  in the
Prospectus included in the applicable  Post-Effective  Amendments,  and (ii) the
filing of this opinion as an exhibit to those Post-Effective Amendments.

Very truly yours,


/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP