[PPAB LETTERHEAD]




                                  March 4, 2005


Board of Trustees
Tilson Investment Trust
116 South Franklin Street
Post Office Box 69
Rocky Mount, North Carolina 27802-0069

Re:  Tilson Focus Fund and Tilson Dividend Fund

Ladies and Gentlemen:

     This opinion is given in  connection  with the filing by Tilson  Investment
Trust, a Delaware statutory trust (the "Trust"), of Pre-Effective  Amendment No.
2 to the  Registration  Statement  (No.  333-117597)  on  Form  N-1A  under  the
Securities  Act of 1933 ("1933  Act") and  Amendment  No. 2 to the  Registration
Statement (No.  811-21606) under the Investment Company Act of 1940 ("1940 Act")
(collectively,  the "Registration Statement"),  relating to an indefinite amount
of  authorized  shares of  beneficial  interest of the Tilson Focus Fund and the
Tilson  Dividend Fund, each a separate  series of the Trust  (collectively,  the
"Funds").  The  authorized  shares  of  beneficial  interest  of the  Funds  are
hereinafter referred to as the "Shares."

     In  our  representation  of the  Trust,  we  have  examined  the  following
documents:  (i) the Trust's  Declaration of Trust dated April 22, 2004; (ii) the
Trust's Bylaws dated April 22, 2004; (iii) the Registration Statement;  (iv) all
actions and resolutions of the Trust's Board of Trustees for the initial meeting
of the Board of Trustees  held on December 17, 2004 and a subsequent  meeting of
the Board of Trustees held on February 17, 2005; (v) pertinent provisions of the
laws of the State of Delaware relating to statutory trusts;  and (vi) such other
corporate  records,  certificates,  documents and statutes as we have considered
necessary for purposes of rendering the opinion expressed herein.

     Based on such  examination,  we are of the  opinion  that the  Shares to be
offered  for  sale  by the  Funds,  when  issued  and  paid  for  in the  manner
contemplated by the Registration  Statement,  will be legally issued, fully paid
and non-assessable.

     The opinion expressed herein is limited to the provisions governing matters
such as the  authorization  and  issuance of the Shares  under the  Treatment of
Delaware  Statutory Trusts, as contained in Chapter Title 12, Part V, Chapter 38
of the General Laws of the State of Delaware.  Our opinion expressed herein does
not extend to the  securities  or "Blue Sky" laws of the State of Delaware or to
federal securities or other laws.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and to the reference to our firm under the caption "Legal  Counsel" in
the Statement of Additional Information, which is incorporated by reference into
the Prospectuses comprising a part of the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required  under  Section 7 of the 1933 Act or the rules and  regulations  of the
Securities and Exchange Commission promulgated thereunder.


                              Very truly yours,

                              /s/ Parker, Poe, Adams & Bernstein L.L.P.

                              PARKER, POE, ADAMS & BERNSTEIN L.L.P.



RDH/FST