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December 14, 2000
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Re: Warburg, Pincus Global Financial Services Fund, Inc.
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Ladies and Gentlemen:
We have acted as special Maryland counsel for the Warburg, Pincus
Global Financial Services Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the organization of the Fund and the issuance of shares of its
common stock, par value $.001 per share including the Common Shares, the
Institutional Shares and the Advisor Shares (collectively, the "Shares").
As Maryland counsel for the Fund, we are familiar with its Charter and
Bylaws. We have examined its Registration Statement on Form N-1A, Securities Act
File No. 333-38128 and Investment Company Act File No. 811-09963, including the
prospectus and statement of additional information contained therein,
substantially in the form in which it is to become effective (the "Registration
Statement"). We have also examined and relied upon a certificate of the Maryland
State Department of Assessments and Taxation to the effect that the Fund is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland.
We have also examined and relied upon such corporate records of the
Fund and other documents and certificates with respect to factual matters as we
have deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies.
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Wilkie Farr & Gallagher
December 14, 2000
Page 2
Based on such examination, we are of the opinion and so advise you
that:
1. The Fund is a corporation duly organized and validly existing in
good standing under the laws of the State of Maryland.
2. 10,000 Common Shares have been duly authorized for sale to Credit
Suisse Asset Management LLC and when paid for will be validly
issued, fully paid and nonassessable.
3. The Shares of the Fund to be offered for sale pursuant to the
Registration Statement are, to the extent of the number of Shares
authorized to be issued by the Fund in its Charter, duly
authorized and, when sold, issued and paid for as contemplated by
the Registration Statement, will have been validly and legally
issued and will be fully paid and nonassessable.
This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as due organization and the authorization
and issuance of stock. It does not extend to the securities or "blue sky" laws
of Maryland, to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering your opinion to
the Fund that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Venable, Baetjer and Howard, LLP
