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Exhibit 9(a)
MORGAN STANLEY DEAN WITTER ALL STAR GROWTH FUND
Two World Trade Center
New York, New York 10048
November 22, 2000
Morgan Stanley Dean Witter All Star Growth Fund
Two World Trade Center
New York, New York 10048
Dear Sirs:
With respect to the Registration Statement on Form N-1A (File No.
333-47522) (the "Registration Statement") filed by Morgan Stanley Dean Witter
All Star Growth Fund, a Massachusetts business trust (the "Fund"), with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, an indefinite number of shares of Beneficial
Interest of $0.01 par value of the Fund (the "Shares"), I, as your counsel, have
examined such Fund records, certificates and other documents and reviewed such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion, and on the basis of such examination and review, I advise you
that, in my opinion, proper trust proceedings have been taken by the Fund so
that the Shares have been validly authorized; and when the Shares have been
issued and sold in accordance with the terms of the Underwriting Agreement
referred to in the Registration Statement, the Shares will be validly issued,
fully paid and non-assessable.
As to matters of Massachusetts law contained in the foregoing opinion, I
have relied upon the opinion of Nutter, McClennon & Fish, dated November 22,
2000.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Counsel" in the Statement of Additional Information forming a part of the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Barry Fink
Barry Fink
Vice President
and General Counsel
