EX-99.11 5 opinionandconsentdraft.htm DRAFT OF OPINION AND CONSENT opinionandconsentdraft.htm

 
 
[DORSEY & WHITNEY LLP]
 
 
_________, 2010
 
Allianz Variable Insurance Products Fund of Funds Trust
5701 Golden Hills Drive
Minneapolis, MN 55416-1297
 
 
 
Ladies and Gentlemen:
 
We have acted as counsel to the Allianz Variable Insurance Products Fund of Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its two series, the AZL Allianz Global Investors Select Fund (the “Acquired Fund”) and the AZL Balanced Index Strategy Fund (the ”Acquiring Fund”), in connection with the Registration Statement on Form N-14 (the “Registration Statement”) relating to the sale by the Trust of all of the assets of the Acquired Fund to the Acquiring Fund, in connection with the Agreement and Plan of Reorganization dated as of June 10, 2010, by and among the Trust, on behalf of the Acquired Fund, the Trust, on behalf of Acquiring Fund, and, solely for the purposes of Section 11 of the Agreement, Allianz Investment Management LLC (the “Agreement”).  All capitalized terms used herein and not defined herein shall have the same meaning as set forth in the Proxy Statement/Prospectus dated August __, 2010 or the Agreement, as the case may be.
 
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below.  In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Trust, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.  As to questions of fact material to our opinion set forth below, we have relied upon the representations made in the Agreement and upon certificates and certifications of officers of the Trust and of public officials.  We have also assumed that the Shares will be issued and sold as described in the Registration Statement.
 
Based on the foregoing, we are of the opinion that upon issuance, delivery and payment for the shares as described in the Registration Statement, the shares will be validly issued, fully paid and non-assessable.
 

 
 

 

 
Allianz Variable Insurance Products Fund of Funds Trust
_________, 2010
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We consent to the use of this opinion as an exhibit to the Registration Statement.
 
Very truly yours,

/s/ Dorsey & Whitney LLP

Dorsey & Whitney LLP

 
 
MJR