EXHIBIT (i)(12)


                     [SULLIVAN & WORCESTER, LLP LETTERHEAD]




                              February 20, 2001

North American Funds
286 Congress Street
Boston, Massachusetts 02116

                              North American Funds
                              --------------------

Ladies and Gentlemen:

     We have acted as counsel for North American Funds (the "Trust") in
connection with the offer by the Trust of an unlimited number of shares of
beneficial interest of the Trust (the "Shares") which have been classified into
series portfolios (each a "Fund" and, together, the "Funds").  We have
participated in the preparation of the Trust's Registration Statement (the
"Registration Statement") on Form N-1A relating to the Shares to be filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, on or about February 20, 2001.  The Prospectus included
in the Registration Statement as amended to date is herein referred to as the
"Prospectus."

     We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such records, documents,
certificates and other instruments, and have made such other investigations, as
in our judgment are necessary or appropriate to enable us to render the opinion
expressed below.

     We are of the following opinion:

     1.  The Trust is validly existing as an unincorporated voluntary
association under Massachusetts law and has made all filings required to be made
by a voluntary association under Chapter 182 of the Massachusetts General Laws.

     2.  Upon the issue of Shares for cash at a Fund's net asset value and
receipt by the Trust of the authorized consideration therefor as set forth in
the Prospectus, the Shares so issued 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, holders of Shares could, under
certain circumstances, be held personally liable for the obligations of the
Trust.  However, the Declaration of Trust of the Trust disclaims shareholder
liability for acts, obligations or affairs of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation, or instrument entered
into or executed by the Trust or the Trustees on behalf of the Trust.  The
Declaration of Trust provides for indemnification out of the Trust's property
for all loss and expense of any shareholder held personally liable for the
obligations of the Trust.  Accordingly, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself 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 Securities Act
of 1933, as amended.  We consent to the filing of this opinion with and as a
part of the Registration Statement.

     Very truly yours,

     Sullivan & Worcester, LLP