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[LETTERHEAD OF DECHERT]
January 16, 2001
North American Senior Floating Rate
Fund, Inc.
286 Congress Street
Boston, MA 02210
Ladies and Gentlemen:
This opinion is being furnished to you in connection with a public offering by
North American Senior Floating Rate Fund, Inc., a Maryland corporation (the
"Company"), of 20,000,000 shares of Class C common stock, $0.01 par value per
share, of the Company (the "Shares"), pursuant to a registration statement filed
by the Company on Form N-2 under the Securities Act of 1933 with the Securities
and Exchange Commission (the "Commission") (the "Registration Statement").
We have acted as counsel to the Company in connection with the offer and sale of
the Shares. We have examined signed copies of the Registration Statement, and
the exhibits thereto, all as filed with the Commission. We also have examined
and relied on copies of minutes of meetings and resolutions of the Board of
Directors of the Company.
Based on the foregoing, it is our opinion that the Shares to be issued and sold
by the Company pursuant to the Registration Statement have been duly authorized
and, upon issuance in accordance with the terms set forth in the Registration
Statement and on receipt of the consideration specified therein, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Dechert
