EXHIBIT 9(a)
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GOODWIN, PROCTER & HOAR LLP
counsellors at law
Exchange Place
Boston, Massachusetts 02109-2881
Philip H. Newman telephone (617) 570-1000
(617) 570-1558 telecopier (617) 523-1231
November 29, 2000
USAA Mutual Fund, Inc.
USAA Building
9800 Fredericksburg Road
San Antonio, TX 78288
Dear Ladies and Gentlemen:
As counsel to USAA Mutual Fund, Inc. (the "Company"), a Maryland
corporation, we have been asked to render our opinion with respect to the
issuance of shares of capital stock, $.01 par value per share, of the
Aggressive Growth Fund, the Growth Fund, the Growth & Income Fund, the Income
Fund, the Income Stock Fund, the Short-Term Bond Fund, the Money Market Fund,
the Science & Technology Fund, and the First Start Growth Fund (the "Shares"),
each of which is a class of capital stock of the Company which has been
established and designated in the Company's Articles of Incorporation and
Articles Supplementary to the Articles of Incorporation, as amended
(collectively, the "Articles"), all as more fully described in the Prospectuses
and the Statement of Additional Information contained in Post-Effective
Amendment No. 56 (the "Amendment") to the Registration Statement (No. 2-49560)
on Form N-1A (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission.
We have examined the Articles, the By-Laws of the Company, as amended,
the minutes of certain meetings of and resolutions adopted by the Board of
Directors of the Company, the Prospectus and Statement of Additional
Information contained in the Amendment and such other documents, records and
certificates as we deemed necessary for the purposes of this opinion.
Based upon the foregoing, and assuming that not more than (i)
55,000,000 Shares of the Aggressive Growth Fund, (ii) 150,000,000 Shares of the
Growth Fund, (iii) 110,000,000 Shares of the Growth & Income Fund, (iv)
270,000,000 Shares of the Income Fund, (v) 250,000,000 Shares of the Income
Stock Fund, (vi) 120,000,000 Shares of the Short-Term Bond Fund, (vii)
4,700,000,000 Shares of the Money Market Fund, (viii) 105,000,000 Shares of the
Science & Technology Fund, and (ix) 95,000,000 Shares of the First Start Growth
Fund will be issued and outstanding at any time, we are of the opinion that the
Shares, when sold in accordance with the terms of the Prospectus and Statement
of Additional Information relating to such Shares in effect at the time of the
sale, will be legally issued, fully paid and non-assessable.
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GOODWIN, PROCTER & HOAR LLP
USAA Mutual Fund, Inc.
November 29, 2000
Page 2
We also hereby consent to the reference to the firm in the Statement
of Additional Information under the heading "General Information--Counsel"
which forms a part of the Amendment and the filing of this opinion as an
exhibit to the Amendment.
Very truly yours,
/s/GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 9(c)
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GOODWIN, PROCTER & HOAR LLP
counsellors at law
Exchange Place
Boston, Massachusetts 02109-2881
telephone (617) 570-1000
telecopier (617) 523-1231
November 29, 2000
USAA Mutual Fund, Inc.
USAA Building
9800 Fredericksburg Road
San Antonio, Texas 78288-0227
Ladies and Gentlemen:
We hereby consent to the reference in Post-Effective Amendment No. 56
(the "Amendment") to the Registration Statement (No. 2-49560) on Form N-1A (the
"Registration Statement") of USAA Mutual Fund, Inc. (the "Registrant"), a
Maryland corporation, to our opinions with respect to the legality of the
shares of the Registrant representing interests in the Intermediate-Term Bond
Fund, the High-Yield Opportunities Fund and the Small Cap Stock Fund, which
opinion was filed with Post-Effective Amendment No. 51 to the Registration
Statement.
We also hereby consent to the reference to this firm in the Statement
of Additional Information under the heading "General Information--Counsel"
which forms a part of the Amendment and to the filing of this consent as an
exhibit to the Amendment.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
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