[LETTERHEAD OF DECHERT PRICE & RHOADS]
December 21, 2000
SAMCO Funds, Inc.
200 Clarendon Street
Boston, MA 02116
Re: SAMCO Funds, Inc.
(Files Nos. 333-33365 and 811-8323)
Ladies and Gentlemen:
We have acted as counsel to SAMCO Funds, Inc., a Maryland corporation (the
"Fund"), in connection with the preparation and filing of its Registration
Statement on Form N-1A (the "Registration Statement") covering shares of common
stock, $.001 par value per share, of the SAMCO High Yield Fund (the "Fund").
We have examined copies of the Articles of Incorporation and By-Laws of the
Fund, the Registration Statement, and such other records, proceedings and
documents as we have deemed necessary for the purpose of this opinion. We have
also examined such other documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinion hereinafter expressed. In our
examination of such material, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies submitted to us.
Based upon the foregoing, we are of the opinion that the shares of common stock,
$.001 par value per share, of the Fund to be issued in accordance with the terms
of the offering, as set forth in the Registration Statement, when so issued and
paid for will constitute validly authorized and legally issued shares of common
stock, fully paid and non-assessable by the Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as set forth under the
caption "Legal Counsel" in the above-referenced Registration Statement. In
giving such consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
Very truly yours,
/s/ Dechert
Dechert
