[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD APPEARS HERE]




                                                                      EXHIBIT 12


                                                September 10, 2001


AIM Growth Series                           AIM International Funds, Inc.
11 Greenway Plaza                           11 Greenway Plaza
Suite 100                                            Suite 100
Houston, TX   77046-1173                    Houston, TX   77046-1173

                  RE:      FEDERAL INCOME TAX CONSEQUENCES OF THE
                           REORGANIZATION OF AIM JAPAN GROWTH FUND

Ladies and Gentlemen:

                  You have requested our opinion regarding certain United States
federal income tax consequences in connection with the transfer of the property,
assets, and goodwill of AIM Japan Growth Fund ("Japan Growth"), an investment
portfolio of AIM Growth Series ("AGS"), a Delaware business trust, to AIM
International Equity Fund ("International Equity"), an investment portfolio of
AIM International Funds, Inc. ("AIF"), a Maryland corporation, in exchange
solely for shares of beneficial interest of International Equity ("International
Equity Shares") issued by AIF directly to Japan Growth Shareholders, and
International Equity's assumption of Japan Growth's liabilities, and the
termination of Japan Growth as a designated series of shares of AGS, all
pursuant to the Agreement and Plan of Reorganization dated as of June 13, 2001
between AGS, AIF and A I M Advisors, Inc., a Delaware corporation (the
"Agreement") (the transaction in its entirety being hereinafter referred to as
the "Reorganization"). Capitalized terms used in this letter without definition
shall have the meanings given them in the Agreement.

                  For purposes of this opinion, we have examined and relied upon
the accuracy and completeness of the facts, information, covenants, statements
and representations contained in originals or copies of the Agreement, the
exhibits attached thereto, the Registration Statement on Form N-14 filed by AIF
on May 11, 2001 with the Securities and Exchange Commission, and such other
documents and instruments as we have deemed necessary or appropriate. In our
examination of the foregoing materials, we have assumed the genuineness of all
signatures, legal capacity of natural persons, the authenticity of all documents
submitted to us as originals and the conformity to the original documents of all
documents submitted to us as copies. We have assumed that such documents reflect
all the material facts relating to the Reorganization. In addition, we have
assumed that the Reorganization will be consummated in accordance with the







AIM Growth Series
AIM International Funds, Inc.
September 10, 2001
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terms of such documents and that none of the material terms and conditions
contained therein will have been waived or modified prior to the consummation of
the Reorganization.

                  In rendering this opinion, we are relying upon the
representations and warranties made by AGS and AIF in the Agreement as well as
on letters of representation of even date that we have received from the
officers of AGS and AIF, copies of which are attached as Exhibits A and B
hereto. We have not been asked to, nor have we undertaken to, verify the
accuracy of these and other representations made to us. In this regard, we have
assumed that any representation made to the best of knowledge, "to the
knowledge" or similarly qualified is correct without such qualification. As to
all matters in which a person making a representation has represented that such
person either is not a party to, does not have, or is not aware of, any plan or
intention, understanding or agreement, we have likewise assumed that there is in
fact no such plan, intention, understanding, or agreement.

                  Based upon and subject to the foregoing, it is our opinion
that, for federal income tax purposes:

                  1. The transfer of the assets of Japan Growth to International
Equity in exchange for International Equity Shares distributed directly to Japan
Growth Shareholders, as provided in the Agreement, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code and each of
Japan Growth and International Equity will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.

                  2. In accordance with Section 361(a) and Section 361(c)(1) of
the Code, no gain or loss will be recognized by Japan Growth on the transfer of
its assets to International Equity solely in exchange for International Equity
Class A Shares, International Equity Class B Shares and International Equity
Class C Shares or on the distribution of International Equity Class A Shares,
International Equity Class B Shares and International Equity Class C Shares to
Japan Growth Shareholders.

                  3. In accordance with Section 1032 of the Code, no gain or
loss will be recognized by International Equity upon the receipt of assets of
Japan Growth in exchange for International Equity Class A Shares, International
Equity Class B Shares and International Equity Class C Shares issued directly to
Japan Growth Shareholders.

                  4. In accordance with Section 354(a)(1) of the Code, no gain
or loss will be recognized by Japan Growth Shareholders on the receipt of
International Equity Class A Shares, International Equity Class B Shares and
International Equity Class C Shares in exchange for Japan Growth Shares.







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AIM International Funds, Inc.
September 10, 2001
Page 3



                  5. In accordance with Section 362(b) of the Code, the basis to
International Equity of the assets of Japan Growth will be the same as the basis
of such assets in the hands of Japan Growth immediately prior to the
Reorganization.

                  6. In accordance with Section 358(a) of the Code, a Japan
Growth Shareholder's basis for International Equity Class A Shares,
International Equity Class B Shares or International Equity Class C Shares
received by the Japan Growth Shareholder will be the same as his basis for Japan
Growth Shares exchanged therefor.

                  7. In accordance with Section 1223(1) of the Code, a Japan
Growth Shareholder's holding period for International Equity Class A Shares,
International Equity Class B Shares or International Equity Class C Shares will
be determined by including Japan Growth Shareholder's holding period for Japan
Growth Shares exchanged therefor, provided that the Japan Growth Shareholder
held such Japan Growth Shares as a capital asset.

                  8. In accordance with Section 1223(2) of the Code, the holding
period with respect to the assets of Japan Growth transferred to International
Equity in the Reorganization will include the holding period for such assets in
the hands of Japan Growth.

                  We express no opinion as to the tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except the Reorganization. We also note that certain Japan Growth Shareholders
may be subject to special rules because of their particular federal income tax
status and that the tax consequences of the Reorganization to such Japan Growth
Shareholders may accordingly differ from the ones of general application that
are described above. This opinion is intended to satisfy the mutual condition
precedent to the Reorganization set forth in Section 6.2(f) of the Agreement, is
being furnished to you solely for that purpose, and may not be relied upon by
any other person without our express written consent.

                  Our opinion is based upon the Code, Treasury regulations
(proposed, temporary and final) promulgated thereunder, judicial decisions,
interpretative rulings of the Internal Revenue Service and such other
authorities as we have considered relevant, all as in effect on the date hereof.
All such legal authorities are subject to change, either prospectively or
retroactively. We are not undertaking hereby any obligation to advise you of any
changes in the applicable law subsequent to the date hereof, even if such
changes materially affect the tax consequences of the Reorganization that are
set forth above.

                  If any of the facts, assumptions or representations on which
our opinion is based is incorrect, we expect you to advise us so that we may
consider the effect, if any, on our opinion.







AIM Growth Series
AIM International Funds, Inc.
September 10, 2001
Page 4

                  Our opinion has no binding effect on the Internal Revenue
Service or the courts of any jurisdiction. No assurance can accordingly be given
that, if the matter were contested, a court would agree with the legal
conclusions set forth above.


                                    Sincerely,

                                    /s/ BALLARD, SPAHR, ANDREWS & INGERSOLL, LLP