EX-99.28(I) 14 c75959_ex99-28i.htm

EXHIBIT 99.28(i)

 

  Goodwin Procter llp
Counsellors at Law
901 New York Avenue, N.W.
Washington, D.C. 20001
T: 202.346.4000
F: 202.346.4444
goodwinprocter.com

 

February 27, 2014

 

Old Westbury Funds, Inc.

760 Moore Road

King of Prussia, PA 19406

 

Re: Old Westbury Funds, Inc.
  Post-Effective Amendment No. 54 to Registration Statement on Form N-1A,
  File Nos. 033-66528, 811-07912 (the “Registration Statement”)

  

Ladies and Gentlemen:

 

As counsel to Old Westbury Funds, Inc., a Maryland corporation (the “Corporation”), we have been asked to render our opinion with respect to the issuance of an indefinite number of shares of stock of the Corporation (the “Shares”), par value $0.001 per share, representing interests in each of Old Westbury Large Cap Core Fund, Old Westbury Large Cap Strategies Fund, Old Westbury Small & Mid Cap Fund (formerly known as Old Westbury Global Small & Mid Cap Fund), Old Westbury Strategic Opportunities Fund (formerly known as Old Westbury Global Opportunities Fund), Old Westbury Real Return Fund, Old Westbury Fixed Income Fund and Old Westbury Municipal Bond Fund (each a “Fund”). Each Fund is a series of the Corporation as more fully described in the prospectus and statement of additional information contained in Post-Effective Amendment No. 54 to the Registration Statement.

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion expressed below. We have relied, without independent verification, on a certificate of the State of Maryland Department of Assessments and Taxation and, as to matters of fact material to the opinion set forth below, on a certificate of the Secretary of the Corporation. In addition, we have assumed that the number of Shares issued and outstanding at any time shall not exceed 2,500,000,000 for Old Westbury Large Cap Core Fund, 3,000,000,000 for Old Westbury Large Cap Strategies Fund, 3,500,000,000 for Old Westbury Small & Mid Cap Fund, 3,500,000,000 for Old Westbury Strategic Opportunities Fund, 3,500,000,000 for Old Westbury Real Return Fund, 2,000,000,000 for Old Westbury Fixed Income Fund and 2,000,000,000 for Old Westbury Municipal Bond Fund. We have also assumed that the Shares of each Fund will be issued in accordance with the prospectus and statement of additional information contained in the Registration Statement, as amended or supplemented from time to time, and the consideration per Share received by the Corporation in connection with the sale of Shares will be not less than the greater of the net asset value per Share computed in accordance with the Articles of Restatement of the Corporation, or the par value thereof.

 

The opinion set forth below is limited to the Maryland General Corporation Law (which includes reported judicial decisions interpreting the Maryland General Corporation Law). We express no opinion with respect to any other laws.

 

 

Old Westbury Funds, Inc.

February 27, 2014

Page 2

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold, will be validly issued, fully paid and non-assessable by the Corporation.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm as legal counsel for the Corporation in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Goodwin Procter LLP

 

GOODWIN PROCTER llp