KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, NW
Second Floor
Washington, D.C. 20036-1800
202.778.9000
www.kl.com
June 22, 2000
INVESCO Advantage Series Funds, Inc.
7800 East Union Avenue
Denver, Colorado 80237
Dear Sir or Madam:
INVESCO Advantage Series Funds, Inc. ("Corporation") is a corporation
organized under the laws of the State of Maryland by Articles of Incorporation
dated April 19, 2000. You have requested our opinion, as counsel to INVESCO
Advantage Series Funds, Inc., as to certain matters regarding the issuance of
certain Shares of the Corporation. As used in this letter, the term "Shares"
means the shares of common stock of the Corporation that may be issued from the
time that Pre-Effective Amendment No. 1 to the Corporations's Registration
Statement on Form N-1A ("PEA") becomes effective and has not been superseded by
a post-effective amendment that has become effective.
As such counsel, we have examined certified or other copies, believed by us
to be genuine, of the Corporation's Articles of Incorporation and By-Laws and
such resolutions and minutes of meetings of the Corporation's Board of Directors
as we have deemed relevant to our opinion, as set forth herein. Our opinion is
limited to the laws and facts in existence on the date hereof, and it is further
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, as amended ("1933 Act"),
the Investment Company Act of 1940, as amended ("1940 Act") and the regulations
of the Securities and Exchange Commission ("SEC") thereunder.
Based on the foregoing, we are of the opinion that the issuance of the
Shares has been duly authorized by the Corporation 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 Corporation 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 Corporation 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 "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
