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December 14, 2000
Warburg, Pincus Global Financial Services Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus Global Financial Services Fund, Inc.
(the "Fund"), a corporation organized under the laws of the State of Maryland,
in connection with the preparation of a registration statement on Form N-1A
covering the offer and sale of an indefinite number of shares of Common Stock of
the Fund (the "Common Stock"), one billion of which are designated "Common
Shares," one billion of which are designated "Institutional Shares," and one
billion of which are designated "Advisor Shares," par value $.001 per share
(collectively, the "Shares").
We have examined copies of the Charter and By-Laws of the Fund, as amended, the
Fund's prospectuses and statement of additional information (the "Statement of
Additional Information") included in its Registration Statement on Form N-1A
(Securities Act File No. 333-38128 and Investment Company Act File No.
811-09963) (the "Registration Statement"), all resolutions adopted by the Fund's
Board of Directors (the "Board") at its organizational meeting held on May 1,
2000, consents of the Board and other records, documents and papers that we have
deemed necessary for the purpose of this opinion. We have also examined such
other statutes and authorities as we have deemed necessary to form a basis for
the opinion hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, we are of the opinion that:
1. The Fund is duly organized and validly existing as a corporation in
good standing under the laws of the State of Maryland.
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Warburg, Pincus Global Financial Services Fund, Inc.
December 14, 2000
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2. The 10,000 presently issued and outstanding Shares of Common Stock of
the Fund have been validly and legally issued and are 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Statement of Additional
Information and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Shares under the securities
laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions. As to matters involving
the application of the laws of the State of Maryland, we have relied solely on
the opinion of Messrs. Venable, Baetjer and Howard, LLP.
Very truly yours,
/s/ Willkie Farr & Gallagher
