Exhibit (i)(2)
KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D. C. 20036-1800
(202) 778-9000
www.kl.com
November 6, 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 Core Equity Fund and Morgan Keegan
Utility Fund, each a series of the Company, during the time that Post-Effective
Amendment No. 8 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effective and has not been superseded by another post-effective amendment.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 caption "The
Fund's Legal Counsel" in the Statement of Additional Information that is being
filed as part of the PEA.
Sincerely,
/s/ KIRKPATRICK & LOCKHART LLP
KIRKPATRICK & LOCKHART LLP
