[DESCRIPTION] LEGAL OPINION
February 24, 1997
Triflex Fund, Inc.
One Moody Plaza
Galveston, Texas 77550
Re: Registration No. 2-61491
Gentlemen:
Referring to the 119,915 shares of Common Stock, $1.00 par value, of
Triflex Fund, Inc. (the "Company") sold during its period ended
December 31, 1996, in reliance upon registration of an indefinite
number of shares pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, in connection with which the company is filing
its Rule 24f-2 Notice, we have examined the Company's Articles of
Incorporation, its corporate records in connection with the issuance of
said shares, the Company's Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, related
prospectuses and its Notification of Election Under Rule 24f-1. On the
basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Maryland.
2. The 119,915 shares of Common Stock sold in reliance upon the registration
of an indefinite number of shares pursuant to Rule 24f-2 have been duly and
legally authorized, and are validly issued, fully paid and non-assessable.
Yours very truly,
GREER, HERZ & ADAMS, L.L.P.
JERRY L. ADAMS
