We
have
acted as counsel to Ameristock ETF Trust, a Delaware statutory trust (the
"Trust"), in connection with the registration of an indefinite number of shares
of beneficial interest (par value $0.001 per share) in the Ameristock/Ryan
1
Year Treasury ETF, Ameristock/Ryan 2 Year Treasury ETF, Ameristock/Ryan 5 Year
Treasury ETF, Ameristock/Ryan 10 Year Treasury ETF, and Ameristock/Ryan 20
Year
Treasury ETF, each a series of the Trust (the “Shares”), under the Securities
Act of 1933, as amended (the “1933 Act”). The above-referenced Registration
Statement on Form N-1A was filed with the Securities and Exchange Commission
on
August 18, 2006, and amended on March 9, 2007 and June 11, 2007.
In
connection with this opinion, we have examined such Trust records, certificates
and other documents and reviewed such questions of law as we have considered
necessary or appropriate. In this regard and without limitation, we have
examined the Registration Statement, as amended, the Declaration of Trust,
as
amended, and the By-laws of the Trust, and we are familiar with the actions
taken by the Trust’s Board of Trustees at its meeting on February 12, 2007
regarding the authorization, issuance and sale of Shares. In our examination
of
such materials, we have assumed the genuineness of all signatures and the
conformity to the original documents of all copies submitted to us. As to
certain question of fact material to our opinion, we have relied on statements
of officers of the Trust, upon representations of the Trust made in the
Registration Statement, and upon certificates of public officials.
Based
upon and subject to the foregoing, we are of the opinion that, when issued
and
sold in the manner described in the Registration Statement, the Shares will
be
duly authorized, validly issued, fully paid and nonassessable.
The
foregoing opinion 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 and
the
Delaware Statutory Trust Act. We express no opinion as to the effect of the
laws
of any other jurisdiction.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the heading “Miscellaneous
Information” in the statement of additional information filed as 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.
Very
truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By:
/s/ W.
Thomas
Conner
W.
Thomas Conner
Dates Referenced Herein and Documents Incorporated by Reference