EXHIBIT 9(h)
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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
October 24, 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. 55
(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 S&P 500 Index Fund,
which opinion was filed with Post-Effective Amendment No. 53 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
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 9(i)
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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
October 24, 2000
USAA Mutual Fund, Inc.
USAA Building
9800 Fredericksburg Road
San Antonio, TX 78288
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 Extended
Market Index Fund, NASDAQ-100 Index Fund, Global Titans Index Fund and Capital
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
Prospectus and the Statement of Additional Information contained in
Post-Effective Amendment No. 55 (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) 100,000
Shares of the Extended Market Index Fund, (ii) 100,000 Shares of the NASDAQ-100
Index Fund, (iii) 100,000 Shares of the Global Titans Index Fund and (iv)
100,000 Shares of the USAA Capital 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.
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
GOODWIN, PROCTER & HOAR LLP
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