EXHIBIT (i)(3)
KIRKPATRICK & LOCKHART LLP 1800 MASSACHUSETTS AVENUE, NW
SECOND FLOOR
WASHINGTON, DC 20036-1800
202.778.9000
www.kl.com
October 30, 2000
Morgan Keegan Select Fund, Inc.
Fifty Front Street
Memphis, Tennessee 38108
Dear Sir or Madam:
You have requested our opinion, as counsel to Morgan Keegan Select
Fund, Inc. (the "Company"), a corporation organized under the laws of the State
of Maryland on October 27, 1998, as to certain matters regarding the issuance of
Shares of the Company. As used in this letter, the term "Shares" means the
shares of common stock of Morgan Keegan Intermediate Bond Fund, Morgan Keegan
High Income Fund and Morgan Keegan Select Capital Growth Fund, each a series of
the Company, during the time that Post-Effective Amendment No. 7 to the
Company's Registration Statement on Form N-1A ("PEA") is effective and has not
been superseded by another post-effective amendment.
As such counsel, we have examined copies, either certified or
otherwise proved to be genuine, of the Company's Articles of Incorporation and
By-Laws and such resolutions and minutes of meetings of its Board of Directors
as we have deemed relevant to our opinion, as set forth herein. Our opinion is
limited to the laws (other than the conflict of law rules) of the State of
Maryland that in our experience are normally applicable to the issuance of
shares by registered investment companies organized as corporations under the
laws of that State 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 the foregoing, we are of the opinion that the issuance of
the Shares has been duly authorized by the Company and that, when sold, the
Shares will have been validly issued, fully paid and non-assessable, provided
that (1) the Shares are sold in accordance with the terms contemplated by the
PEA, including receipt by the Company of full payment for the Shares, and
compliance with the 1933 Act and the 1940 Act, and (2) the aggregate number of
Shares issued, when combined with all other then-outstanding shares, does not
exceed the number of Shares that the Company is authorized to issue.
We hereby consent to the filing of this opinion accompanying the PEA
when it is filed with the SEC and the reference to our firm under the captions
"Legal Counsel" in the Statements of Additional Information that are being filed
as part of the PEA.
Sincerely,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
