EX-99.I.1 11 ex99i1.htm The UBS Funds: Legal Opinion of Stradley, Ronon, Stevens and Young

                                                           Exhibit No. EX-99.i.1


[STRADLEY LOGO]                              Stradley Ronon Stevens & Young, LLP
                                                        2600 One Commerce Square
                                                    Philadelphia, PA  19103-7098
                                                       Telephone  (215) 564-8000
                                                             Fax  (215) 564-8120


Bruce G. Leto
BLeto@stradley.com
215-564-8115

                                 March 27, 2006



The UBS Funds
One North Wacker Drive
Chicago, IL  60606


          Re:  Legal Opinion - Securities Act of 1933

Ladies and Gentlemen:

          We have examined the Amended and Restated Agreement and Declaration of
Trust (the  "Declaration  of Trust")  of The UBS Funds (the  "Trust"),  a series
statutory trust organized under the Delaware Statutory Trust Act, the By-Laws of
the  Trust,  all as  amended  to  date,  and  the  various  pertinent  corporate
proceedings  that we deem material.  We have also examined the  Notification  of
Registration and the Registration  Statements filed on behalf of the Trust under
the Investment  Company Act of 1940, as amended (the  "Investment  Company Act")
and the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  all as
amended to date, as well as other items we deem material to this opinion.

          The  Trust  is  authorized  by its  Declaration  of  Trust to issue an
unlimited number of shares of beneficial interest with a par value of $0.001 per
share.  The Trust is currently  authorized by the Declaration to issue shares of
the series  designated  as the UBS  Emerging  Markets  Debt Fund,  UBS  Emerging
Markets  Equity Fund,  UBS Global  Allocation  Fund,  UBS Global Bond Fund,  UBS
Global Equity Fund, UBS High Yield Fund, UBS International Equity Fund, UBS U.S.
Bond Fund,  UBS U.S.  Large Cap Equity Fund, UBS U.S. Large Cap Growth Fund, UBS
U.S. Real Estate Equity Fund, UBS U.S. Small Cap Equity Fund, UBS U.S. Small Cap
Growth Fund,  UBS U.S.  Large Cap Value Equity Fund, UBS Dynamic Alpha Fund, UBS
Absolute Return Bond Fund and UBS U.S. Mid Cap Growth Equity Fund.

          The  Declaration  of Trust  designates,  or authorizes the Trustees to
designate,  one or more series or classes of shares of the Trust, and allocates,
or authorizes  the Trustees to allocate,  shares of beneficial  interest to each
such series or class.  The  Declaration  of Trust also  empowers the Trustees to
designate any additional series or classes and allocate shares to such series or
classes.

          The Trust has filed with the U.S. Securities and Exchange  Commission,
a registration  statement under the Securities Act, which registration statement
is deemed to register an  indefinite  number of shares of the Trust  pursuant to
the provisions of Section 24(f) of the Investment  Company Act. You have further
advised us that the Trust has filed, and each year hereafter will timely file, a
Notice  pursuant to Rule 24f-2 under the  Investment  Company Act perfecting the
registration  of the shares  sold by the series of the Trust  during each fiscal
year during which such registration of an indefinite number of shares remains in
effect.

          You have also informed us that the shares of the Trust have been,  and
will  continue  to be,  sold in  accordance  with the  Trust's  usual  method of
distributing its registered shares,  under which prospectuses are made available
for  delivery to offerees  and  purchasers  of such  shares in  accordance  with
Section 5(b) of the Securities Act.

          Based upon the foregoing  information and examination,  so long as the
Trust  remains  a valid  and  subsisting  entity  under the laws of its state of
organization,  and the  registration  of an  indefinite  number of shares of the
Trust remains effective,  the authorized shares of the Trust when issued for the
consideration set by the Board pursuant to the Declaration of Trust, and subject
to compliance  with Rule 24f-2,  will be legally  outstanding,  fully-paid,  and
non-assessable  shares,  and the holders of such shares will have all the rights
provided for with respect to such  holding by the  Declaration  of Trust and the
laws of the State of Delaware.

          We hereby consent to the use of this opinion, in lieu of any other, as
an exhibit to the Registration Statement of the Trust, along with any amendments
thereto,  covering  the  registration  of the  shares  of the  Trust  under  the
Securities Act and the applications,  registration statements or notice filings,
and amendments  thereto,  filed in accordance  with the  securities  laws of the
several states in which shares of the Trust are offered,  and we further consent
to  reference in the  registration  statement of the Trust to the fact that this
opinion concerning the legality of the issue has been rendered by us.

                                     Very truly yours,

                                     STRADLEY, RONON, STEVENS & YOUNG, LLP



                                     BY: /s/ Bruce G. Leto
                                         Bruce G. Leto, a Partner