December 29, 2000
Warburg, Pincus Long-Short Market Neutral Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Re: Post-Effective Amendment No. 4 to Registration Statement
(Securities Act File No. 333-60687; Investment Company Act
File No. 811-08925)
Ladies and Gentlemen:
You have requested us, as counsel to Warburg, Pincus Long-Short Market Fund,
Inc. (the "Fund"), a corporation organized under the laws of the State of
Maryland, to furnish you with this opinion in connection with the Fund's filing
of Post-Effective Amendment No. 4 (the "Amendment") to its Registration
Statement on Form N-1A (the "Registration Statement").
We have examined copies of the Fund's Articles of Incorporation, as amended or
supplemented to the date hereof (the "Articles"), the Fund's By-Laws, as amended
to the date hereof (the "By-Laws"), and the Amendment. We have also examined
such other records, documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, we are of the opinion that the shares of common stock
of the Fund, par value $.001 per share (the "Shares"), when and if duly sold,
issued and paid for in accordance with the laws of applicable jurisdictions and
the terms of the Articles, the By-Laws and the Registration Statement, will be
valid, legally issued, fully paid and non-assessable, assuming (i) that at the
time of sale such Shares are sold at a sales price in each case in excess of the
par value of the Shares; (ii) that the issuance of the Shares does not cause the
number of outstanding Shares to exceed the number of authorized Shares provided
for in the Articles, as amended to the date of issuance; and (iii) that
resolutions of the Board of Directors authorizing the issuance of the Shares
that are in effect on the date hereof have not been modified or withdrawn and
are in full force and effect on the date of issuance.
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We hereby consent to the filing of this opinion as an exhibit to the Amendment,
to any reference to our name under the heading "Independent Accountants and
Counsel" in the Statement of Additional Information included as part of the
Amendment, and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Shares under the securities
laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions.
Very truly yours,
/S/ Willkie Farr & Gallagher
