Exhibit I
June 26, 2000
Mason Street Funds, Inc.
720 East Wisconsin Avenue
Milwaukee, WI 53202
Gentlemen:
In my capacity as Assistant Secretary of Mason Street Funds, Inc. (the
"Company") I have acted as counsel for the Company in connection with Post-
Effective Amendments Nos. 5 and 7 to the Registration Statement on Form N-1A
(the "Registration Statement") filed or to be filed with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to the Common
Stock of the Company. The Company is authorized to issue three billion three
hundred million (3,300,000,000) Shares of Common Stock, par value $0.001 per
share. I have examined the Articles of Incorporation and By-Laws of the Company
and the proceedings taken and instruments executed in connection with the
authorization and proposed issuance of said Common Stock and have also examined
such other corporate records, certificates and other documents and such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion. On the basis of such examination, it is my opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Maryland.
2. The authorized and unissued shares of Common Stock of the Company
covered by the Registration Statement to be sold by the Company, upon
due sale and delivery thereof and payment therefor by the specified
purchasers thereof in accordance with the Registration Statement, will
be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JAMES R. EBEN
James R. Eben
Assistant Secretary
Mason Street Funds, Inc.
123518
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