EXHIBIT 11
December 29, 2000
Warburg, Pincus Municipal Bond Fund, Inc.
466 Lexington Avenue
16th Floor
New York, New York 10017-3147
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus Municipal Bond Fund, Inc., a
Maryland corporation (the "Acquiring Fund"), in connection with the proposed
acquisition by the Acquiring Fund, of all of the assets and liabilities of the
DLJ Municipal Trust Fund (the "Acquired Fund"), a series of DLJ Focus Funds, a
Massachusetts business trust ("Focus Funds"), in exchange for voting shares of
the common stock of the Acquiring Fund (the "Shares"), pursuant to an Agreement
and Plan of Reorganization among Focus Funds, for and on behalf of the Acquired
Fund, the Acquiring Fund, and Credit Suisse Asset Management, LLC (the "Plan").
We have examined the Acquiring Fund's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), the Acquiring Fund's Articles of Incorporation and Bylaws, each as
amended, and the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan constitutes the legal, valid
and binding obligation of the Acquired Fund, enforceable against the Acquired
Fund in accordance with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than the
laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including the State of Maryland) or the United States of America. In rendering
the opinions herein, we assume that there will be no material changes in the
facts and conditions on which we base such opinions between the date hereof and
the time of issuance of Shares pursuant to the Plan.
Based upon the foregoing, we are of the opinion that:
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(a) The Acquiring Fund is a duly organized, validly existing corporation
under the laws of the State of Maryland; and
(b) The Shares of the Acquiring Fund to be issued as contemplated in the
Plan have been duly authorized, and, subject to the receipt by the
Acquiring Fund of consideration equal to the net asset value thereof
(but in no event less than the par value thereof), when issued in
accordance with the Plan, will be validly issued, fully paid and
nonassessable Shares of the Acquiring Fund under the laws of the
State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the
Acquiring Fund or any distributor or dealer in connection with the registration
or qualification of the Acquiring Fund or the Shares under the securities laws
of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Acquiring Fund, is solely for
the benefit of the Acquiring Fund and its Directors and its officers in
connection with the above-described acquisition of assets and may not be relied
upon for any other purpose or by any other person.
Very truly yours,
/s/ Willkie Farr & Gallagher
