August 30, 2000
The Henssler Funds, Inc.
1281 Kennestone Circle
Suite 100
Marietta, Georgia 30066
Dear Sirs:
The Henssler Funds, Inc. (the "Corporation") is a corporation organized under
the laws of the State of Maryland by Articles of Incorporation dated February
11, 1998. You have requested our opinion, as counsel to the Corporation, as to
certain matters regarding the issuance of shares of the Corporation. As used
herein, the term "Shares" means any of the 100,000,000 shares of common stock,
par value $.0001 per share, of The Henssler Equity Fund, a series of the
Corporation, that are issued during the time that Post-Effective Amendment No.3
to the Corporation's Registration Statement on Form N-1A is effective.
As counsel, we have participated in various corporate and other matters relating
to the Corporation. We have examined certified or other copies, believed to be
genuine, of the Corporation's Articles of Incorporation and By-laws, and such
resolutions and minutes of meetings of the Corporation's Board of Directors as
deemed relevant to this opinion, and we are generally familiar with its business
affairs. This opinion is limited to the laws and facts in existence on the date
hereof, and the laws of the State of Maryland and to the Securities Act of 1933
("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.
Based upon such law and facts, we are of the opinion that the issuance of the
Shares has been duly authorized by the Corporation and that, when sold in
accordance with the terms contemplated by Post-Effective Amendment No. 3 to the
Corporation's Registration Statement on Form N-1A, including receipt by the
Corporation of full payment for the Shares and compliance with the 1933 Act and
the 1940 Act, the Shares will have been validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 3 to the Corporation's Registration Statement on
Form N-1A (File Nos. 333-46479 and 811-08659) being filed with the Securities
and Exchange Commission. We also consent to the reference to our firm in the
Statement of Additional Information filed as part of the Registration Statement.
Sincerely yours,
/s/ Stephanie A. Djinis
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Stephanie A. Djinis
