DEAN WITTER INTERCAPITAL INC.
Two World Trade Center
New York, NY 10048
January 25, 1994
Dean Witter Utilities Fund
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of Dean Witter American Value Fund (the
"Trust"), I have examined such corporate records and documents and
have made such further investigation and examination as I have
deemed necessary for the purpose of this opinion.
It is my opinion, as Legal Counsel for the Trust, that the
Trust is an unincorporated business trust duly organized and
validly existing under the laws of the State of Massachusetts and
that the shares of beneficial interest covered by the Rule 24f-2
Notice, January 24, 1994 (File No. 2-66269 and 811-2978), were
issued and paid for in accordance with the terms of the offering,
as set forth in the prospectus filed as part of the Registration
Statement, as amended, of the Trust and were legally issued, fully
paid and non-assessable by the Trust.
I hereby consent to the filing of this opinion as an exhibit
to the Notice pursuant to Rule 24f-2. 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 requisitions of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Sheldon Curtis
Sheldon Curtis
General Counsel
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