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1701 Market Street MORGAN, LEWIS
Philadelphia, PA 19103 & BOCKIUS LLP
(215)963-5000 COUNSELORS AT LAW
Fax: (215)963-5299
December 26, 2000
Flag Investors Funds, Inc.
One South Street
Baltimore, Maryland 21202
Re: OPINION OF COUNSEL REGARDING POST-EFFECTIVE AMENDMENT NO. 10 TO THE
REGISTRATION STATEMENT FILED ON FORM N-1A UNDER THE SECURITIES ACT OF 1933
(FILE NO. 333-07008)
Ladies and Gentlemen:
We have acted as counsel to Flag Investors Funds, Inc. (formerly, Deutsche
Funds, Inc.)(the "Fund") a Maryland corporation, in connection with the
above-referenced Registration Statement which relates to the Fund's shares of
common stock, par value $.001 per share (the "Shares"). This opinion is being
delivered to you in connection with the Fund's filing of Post-Effective
Amendment No. 10 to the Registration Statement (the "Amendment") to be filed
with the Securities and Exchange Commission pursuant to Rule 485(b) under the
Securities Act of 1933. With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part, except to the extent otherwise expressly stated, and
we express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the State of Maryland to the existence and good
standing of the Fund dated December 8, 2000;
(b) the Articles of Incorporation of the Fund and all amendments and
supplements thereto (the "Articles of Incorporation");
(c) a certificate executed by Amy M. Olmert, the Secretary of the Fund,
certifying as to the Fund's Articles of Incorporation and By-Laws and
certain resolutions adopted by the Board of Directors of the Fund
authorizing the issuance of the shares; and
(d) a printer's proof of the Amendment.
In our capacity as counsel to the Fund, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we
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have deemed relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, we have assumed the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the
authenticity of all original or certified copies, and the conformity to original
or certified copies of all copies submitted to us as conformed or reproduced
copies. As to various questions of fact relevant to such opinion, we have relied
upon, and assume the accuracy of, certificates and oral or written statements of
public officials and officers or representatives of the Fund. We have assumed
that the Amendment, as filed with the Securities and Exchange Commission, will
be in substantially the form of the printer's proof referred to in paragraph (d)
above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Articles of
Incorporation and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in such Registration
Statement. In giving this consent, we do not concede that we are in the category
of persons whose consent is required under Section 7 of the 1933 Act.
Very truly yours,
/s/Morgan Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP
