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June 26, 2002


AmSouth Funds
3435 Stelzer Road
Columbus, Ohio 43219

Ladies and Gentlemen:

      You have  requested  our  opinion  as to  certain  matters  regarding  the
offering  by AmSouth  Funds (the  "Trust")  of units of  beneficial  interest in
connection with the filing of a Registration  Statement on Form N-14. As used in
this  letter,  the term  "Shares"  means the Class A, Class B and Trust units of
beneficial  interest of AmSouth Value Fund ("Value  Fund"),  AmSouth  Government
Income Fund ("Government  Income Fund"),  and AmSouth Tennessee  Tax-Exempt Fund
("Tennessee Tax-Exempt Fund"), each a series of the Trust.

      Value Fund  proposes  to acquire  all of the  assets  and  liabilities  of
AmSouth Equity Income Fund ("Equity Income Fund"),  another series of the Trust,
in exchange for Class A, Class B and Trust units of beneficial interest of Value
Fund.  Government  Income  Fund  proposes  to  acquire  all  of the  assets  and
liabilities  of AmSouth  Limited Term U.S.  Government  Fund ("Limited Term U.S.
Government Fund"), another series of the Trust, in exchange for Class A, Class B
and Trust units of  beneficial  interest of  Government  Income Fund.  Tennessee
Tax-Exempt Fund proposes to acquire all of the assets and liabilities of AmSouth
Limited Term Tennessee  Tax-Exempt  Fund  ("Limited  Term  Tennessee  Tax-Exempt
Fund"),  another series of the Trust, in exchange for Class A, Class B and Trust
units of beneficial  interest of Tennessee  Tax-Exempt Fund. The  reorganization
will be effected pursuant to a Plan of Reorganization  and Termination  ("Plan")
approved by the Board of Trustees ("Board") of the Trust, subject to approval of
Equity Income Fund, Limited Term U.S. Government Fund and Limited Term Tennessee
Tax-Exempt Fund shareholders.

      As the  Trust's  counsel,  we have  examined  certified  or other  copies,
believed by us to be genuine,  of the Trust's  Declaration  of Trust and by-laws
and such  resolutions  and minutes of  meetings of the Trust's  Board as we have
deemed relevant to our opinion,  as set forth herein.  We have also examined the
form of the Plan  approved by the Board.  Our opinion is limited to the laws and
facts in  existence on the date  hereof,  and it is further  limited to the laws
(other than the conflict of law rules) in the Commonwealth of Massachusetts that
in  our  experience  are  normally  applicable  to the  issuance  of  shares  by
unincorporated  voluntary  associations  and to the  Securities  Act of 1933, as
amended  ("1933 Act"),  the  Investment  Company Act of 1940, as amended  ("1940
Act"),  and the  regulations of the Securities and Exchange  Commission  ("SEC")
thereunder.



Kirkpatrick & Lockhart LLP

AmSouth Funds
June 26, 2002
Page 2


      Based on present  laws and facts,  we are of the opinion that the issuance
of the  Shares  has been duly  authorized  by the  Trust and that,  when sold in
accordance with the terms contemplated by the Trust's Registration  Statement on
Form N-14,  including receipt by the Trust of full payment for the Shares in the
manner  contemplated  by the Plan, and compliance with the 1933 Act and the 1940
Act, the Shares will have been validly issued, fully paid and non-assessable.

      We note,  however,  that 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.  The  Declaration  of Trust  states  that all persons
extending credit to, contracting with or having any claim against the Trust or a
particular  series of shares  shall  look only to the assets of the Trust or the
assets of that  particular  series of shares  for  payment  under  such  credit,
contract or claim; and neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally  liable therefor.  It also requires that every note, bond,  contract,
instrument,  certificate or undertaking made or issued by the Trustees or by any
officer or officers  shall recite that the  Declaration of Trust was executed or
made by or on  behalf  of the  Trust or by the  Trustees  or by any  officer  or
officers  by them as Trustee  or  Trustees  or as  officers  or officer  and not
individually  and that the  obligations of such  instrument are not binding upon
any of them or the  shareholders  individually  but are  binding  only  upon the
assets and property of the Trust,  and may contain such further recital as he or
she or they may deem appropriate,  but the omission thereof shall not operate to
bind  any  Trustee  or  Trustees  or  officer  or  officers  or  shareholder  or
shareholders  individually.  The  Declaration  of  Trust  further  provides  for
indemnification  from the assets of the particular series of shares of the Trust
held  by a  shareholder  for  all  loss  and  expense  of any  shareholder  held
personally liable for the obligations of the Trust solely by reason of ownership
of shares of the Trust. Thus, the risk of a shareholder incurring financial loss
on account of  shareholder  liability is limited to  circumstances  in which the
Trust or series would be unable to meet its obligations.

      We hereby consent to this opinion accompanying the Registration  Statement
on Form N-14 when it is filed with the SEC and to the  reference  to our firm in
the Registration Statement.

                                    Very truly yours,

                                    /s/ KIRKPATRICK & LOCKHART LLP

                                    KIRKPATRICK & LOCKHART LLP