Exhibit (12)(a)

[LOGO] ROPES & GRAY

ONE INTERNATIONAL PLACE   BOSTON, MA 02110-2624   617-951-7000   F 617-951-7050

BOSTON   NEW YORK   SAN FRANCISCO   WASHINGTON, DC

                                 March 18, 2005

Loomis Sayles Government Securities Fund
CDC Nvest Funds Trust I
399 Boylston Street
Boston, MA 02116

Loomis Sayles Limited Term Government and Agency Fund
Loomis Sayles Funds II
399 Boylston Street
Boston, MA 02116

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated March 9, 2005 between CDC Nvest Funds
Trust I, a Massachusetts business trust, (the "Target Trust") on behalf of
Loomis Sayles Government Securities Fund ("Target Fund") and Loomis Sayles Funds
II, a Massachusetts business trust (the "Acquiring Trust") on behalf of Loomis
Sayles Limited Term Government and Agency Fund ("Acquiring Fund"). The Agreement
describes a proposed transaction (the "Transaction") to occur today (the
"Closing Date"), pursuant to which Acquiring Fund will acquire substantially all
of the assets of Target Fund in exchange for shares of beneficial interest in
Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8f and 9f of the Agreement. Capitalized terms not defined
herein are used herein as defined in the Agreement.

     Target Fund is a series of the Target Trust, which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. Shares of Target Fund are redeemable at net asset
value at each shareholder's option.



Loomis Sayles Government Securities Fund
Loomis Sayles Limited Term Government and Agency Fund             March 18, 2005

Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").

     Acquiring Fund is a series of the Acquiring Trust, which is registered
under the 1940 Act as an open-end management investment company. Shares of
Acquiring Fund are redeemable at net asset value at each shareholder's option.
Acquiring Fund has elected to be a regulated investment company for federal
income tax purposes under Section 851 of the Code.

     For purposes of this opinion, we have considered the Agreement, the
Prospectus/Proxy Statement dated January 18, 2005 (the "Prospectus/Proxy
Statement"), and such other items as we have deemed necessary to render this
opinion. We have assumed for purposes of this opinion that the Transaction will
be effected in accordance with the Agreement and as described in the
Prospectus/Proxy Statement. In addition, you have provided us with letters dated
as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above), including, in particular, representations concerning the
portion of Target Fund's historic business assets that Acquiring Fund will
retain following the Transaction.

     Based on the foregoing representations and assumption and our review of the
documents and items referred to above, we are of the opinion that generally for
federal income tax purposes, except as noted below:

     (i)  The Transaction will constitute a reorganization within the meaning of
          Section 368(a) of the Code, and Acquiring Fund and Target Fund each
          will be a "party to a reorganization" within the meaning of Section
          368(b) of the Code;

     (ii) No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

     (iii) The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer;

     (iv) The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund;

     (v)  No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund, or upon the distribution of Acquiring Fund Shares by
          Target Fund to its shareholders in liquidation;

     (vi) No gain or loss will be recognized by Target Fund shareholders upon
          the exchange of their Target Fund shares for Acquiring Fund Shares;

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Loomis Sayles Government Securities Fund
Loomis Sayles Limited Term Government and Agency Fund             March 18, 2005

     (vii) The aggregate basis of Acquiring Fund Shares a Target Fund
          shareholder receives in connection with the Transaction will be the
          same as the aggregate basis of his or her Target Fund shares exchanged
          therefor;

     (viii) A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund shares exchanged therefor, provided that he
          or she held such Target Fund shares as capital assets; and

     (ix) Acquiring Fund will succeed to and take into account the items of
          Target Fund described in Section 381(c) of the Code. Acquiring Fund
          will take these items into account subject to the conditions and
          limitations specified in Sections 381, 382, 383 and 384 of the Code
          and the Regulations thereunder.

We express no view with respect to the effect of the reorganization on any
transferred asset as to which any unrealized gain or loss is required to be
recognized at the end of a taxable year (or on the termination or transfer
thereof) under federal income tax principles.

     Our opinion is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and
other applicable authority, all as in effect on the date of this opinion. The
legal authorities on which this opinion is based may be changed at any time. Any
such changes may be retroactively applied and could modify the opinions
expressed above.

                                        Very truly yours,


                                        /s/ Ropes & Gray LLP
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                                        Ropes & Gray LLP

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