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Exhibit 12
Law Offices
Drinker Xxxxxx & Xxxxx
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telex: 834684
Fax: (000) 000-0000
March 7, 1997
Seafirst Retirement Funds
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization
By and Between Pacific Horizon Funds, Inc.
and Seafirst Retirement Funds
------------------------------------------
Dear Sirs and Mesdames:
We have been asked to give our opinion on the Federal income
tax consequences to shareholders of the transactions contemplated in the above
Agreement and Plan of Reorganization. In our opinion, the material Federal
income tax consequences to shareholders of such transactions are accurately set
forth in the description of our closing opinion in the subsection entitled
"INFORMATION RELATING TO THE PROPOSED REORGANIZATION -- Federal Income Tax
Consequences" in the Combined Prospectus/Proxy Statement contained in the
Registration Statement being filed this day with the Securities and Exchange
Commission.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. This does not constitute a consent under section
7 of the Securities Act of 1933, and in so consenting we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under section 7 or under the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
/s/ DRINKER XXXXXX & XXXXX
