Morgan, Lewis & Bockius LLP]
1701 Market Street
Philadelphia, PA 19103
September 18, 2000
The Nevis Fund, Inc.
1119 St. Paul Street
Baltimore, MD 21202
Re: OPINION OF COUNSEL REGARDING POST-EFFECTIVE AMENDMENT NO. 3 TO THE
REGISTRATION STATEMENT FILED ON FORM N-1A UNDER THE SECURITIES ACT OF
1933 (FILE NO. 333-47467).
Ladies and Gentlemen:
We have acted as counsel to The Nevis Fund, Inc., a Maryland corporation (the
"Fund"), in connection with the above-referenced Registration Statement (as
amended, the "Registration Statement") which relates to the Fund's units of
beneficial interest, par value $.01 per share (collectively, the "Shares") of
the Fund. This opinion is being delivered to you in connection with the Fund's
filing of Post-Effective Amendment No. 3 to the Registration Statement (the
"Amendment") to be filed with the Securities and Exchange Commission pursuant to
Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). 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 as to the existence and
good standing of the Fund;
(b) The Articles of Amendment and Restatement of the Fund and all
amendments and supplements thereto;
(c) a certificate executed by Richard W. Grant, the Secretary of
the Fund, certifying as to, and attaching copies of, the
Fund's Articles of Amendment and Restatement, and Amended and
Restated By-Laws (the "By-Laws"), and
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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 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 of all
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 non-assessable
under the laws of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
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
