[LETTERHEAD CLIFFORD CHANCE ROGERS & WELLS]
September 29, 2000
Orbitex Life Sciences & Biotechnology Fund, Inc.
c/o Orbitex Management, Inc.
410 Park Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as counsel for Orbitex Life Sciences & Biotechnology Fund, Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"), in
connection with the organization of the Fund and its registration as a
closed-end investment company under the Investment Company Act of 1940, as
amended. This opinion is being furnished in connection with the registration of
4,000,000 shares of common stock, par value $0.01 per share, of the Fund (the
"Shares") under the Securities Act of 1933, as amended, which registration is
being effected pursuant to a registration statement on Form N-2 (File Nos.
333-34586 and 811-09889), as amended (the "Registration Statement").
As counsel for the Fund, we are familiar with the proceedings taken by it in
connection with the authorization, issuance and sale of the Shares. In addition,
we have examined and are familiar with the Articles of Incorporation of the
Fund, the By-Laws of the Fund and such other documents as we have deemed
relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that the Shares, upon issuance
and sale in the manner referred to in the Registration Statement for
consideration not less than the par value thereof, will be legally issued, fully
paid and non-assessable shares of common stock of the Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus and
statement of additional information constituting parts thereof. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
