EX.99(i)

Kirkpatrick & Lockhart LLP                         1800 Massachusetts Avenue, NW
                                                   Suite 200
                                                   Washington, DC  20036-1221
                                                   202.778.9000
                                                   202.778.9100 Fax
                                                   www.kl.com



                                December 30, 2004

Heritage Series Trust
800 Carillon Parkway
St. Petersburg, Florida 33716

Ladies and Gentlemen:

     We have acted as counsel to Heritage  Series Trust, a business trust formed
under the laws of the Commonwealth of Massachusetts (the "Trust"), in connection
with  the  filing  with  the  Securities  and  Exchange  Commission  ("SEC")  of
Post-Effective  Amendment No. 34 to the Trust's  Registration  Statement on Form
N-1A  (File  Nos.   33-57986;   811-7470)  (the   "Post-Effective   Amendment"),
registering  an  indefinite  number  of Class A,  Class B and  Class C shares of
beneficial   interest  of   Diversified   Growth  Fund,   Growth   Equity  Fund,
International  Equity Fund,  Mid Cap Stock Fund,  Small Cap Stock Fund and Value
Equity Fund, each a series of the Trust (the  "Shares")under  the Securities Act
of 1933, as amended (the "1933 Act").

     You have  requested  our  opinion  as to the  matters  set  forth  below in
connection with the filing of the Post-Effective  Amendment.  In connection with
rendering  that opinion,  we have  examined the  Post-Effective  Amendment,  the
Trust's   Declaration  of  Trust,  its  Amended  and  Restated  Bylaws  and  the
resolutions  of the Board of  Trustees  that  provide  for the  issuance  of the
Shares, and we have made such other investigation as we have deemed appropriate.
In rendering our opinion,  we also have made the assumptions  that are customary
in opinion letters of this kind. We have not verified any of those assumptions.

     Our opinion,  as set forth  herein,  is based on the facts in existence and
the laws in effect on the date hereof and is limited to the federal  laws of the
United States of America and the laws of the Commonwealth of Massachusetts that,
in our  experience,  generally  are  applicable  to the  issuance  of  shares by
entities  such as the Trust.  We express  no opinion  with  respect to any other
laws.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.  The Shares to  be  issued pursuant to the Post-Effective Amendment have
         been duly authorized for issuance by the Trust; and

     2.  When issued and paid for upon  the terms provided in the Post-Effective
         Amendment, the  Shares  to  be  issued pursuant  to  the Post-Effective
         Amendment will be  validly  issued, fully  paid, and  nonassessable. In
         this  regard,  however,  we  note that the  Trust  is  a  Massachusetts
         business  trust  and, under  certain  circumstances, shareholders of  a
         Massachusetts business trust could be held  personally  liable  for the
         obligations of the Trust.



     This  opinion  is  rendered  solely in  connection  with the  filing of the
Post-Effective  Amendment and supersedes  any previous  opinions of this firm in
connection with the issuance of Shares.  We hereby consent to the filing of this
opinion with the SEC in connection with the Post-Effective  Amendment and to the
reference to this firm in the statement of additional  information that is being
filed as part of the Post-Effective  Amendment.  In giving our consent we do not
thereby  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  SEC
thereunder.

                                              Very truly yours,

                                              /s/ Kirkpatrick & Lockhart LLP

                                              Kirkpatrick & Lockhart LLP


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