FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
065407/0101
June 9, 2000
Golden Gate Fund, Inc.
100 Larkspur Landing Circle
Suite 102
Larkspur, California 94939-1703
Gentlemen:
We have acted as counsel for Golden Gate Fund, Inc. in connection with
the preparation of a Registration Statement on Form N-1A relating to the sale by
you of an indefinite amount of shares of common stock, par value $0.0001 per
share of Golden Gate Fund, Inc. (such common stock being hereinafter referred to
as the "Stock"), in the manner set forth in the Registration Statement to which
reference is made. In this connection we have examined: (a) the Registration
Statement on Form N-1A, as amended; (b) your Articles of Incorporation and
Bylaws, as amended to date; (c) corporate proceedings relative to the
authorization for issuance of the Stock; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render this
opinion.
Based upon the foregoing, we are of the opinion that the shares of the
Stock when sold as contemplated in the Registration Statement will be legally
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form N-1A. In giving this consent, we do not admit
that we are experts within the meaning of Section 11 of the Securities Act of
1933, as amended, or within the category of persons whose consent is required by
Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
Foley & Lardner
