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[LETTERHEAD]
November 27, 2000
EquiTrust Series Fund, Inc.
5400 University Avenue
West Des Moines, Iowa 50266-5997
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 38 to the Registration
Statement on Form N-1A under the Securities Act of 1933 being filed by EquiTrust
Series Fund, Inc., a Maryland Corporation (the "Fund"), in connection with the
public offering from time to time of any or all of those five billion authorized
shares of common stock, par value $.001 per share ("Shares"), that have been
classified and designated as the Value Growth Portfolio, the Money Market
Portfolio, the High Grade Bond Portfolio, the High Yield Bond Portfolio, the
Blue Chip Portfolio, and the Managed Portfolio (each, a "Portfolio" and
collectively, the "Portfolios"). The Shares have been further classified and
designated as Traditional Shares and Institutional Shares (each, a "Class" and
collectively, the "Classes"), as follows: 625,000,000 have been further
classified and designated as Value Growth Portfolio Traditional Shares and
625,000,000 as Value Growth Portfolio Institutional Shares; 312,500,000 as Money
Market Portfolio Traditional Shares and 312,500,000 as Money Market Portfolio
Institutional Shares; 625,000,000 as High Grade Bond Portfolio Traditional
Shares and 625,000,000 as High Grade Bond Portfolio Institutional Shares;
312,500,000 as High Yield Bond Portfolio Traditional Shares and 312,500,000 as
High Yield Bond Portfolio Institutional Shares; 312,500,000 as Blue Chip
Portfolio Traditional Shares and 312,500,000 as Blue Chip Portfolio
Institutional Shares; and 312,500,000 as Managed Portfolio Traditional Shares
and 312,500,000 as Managed Portfolio Institutional Shares.
We are counsel to the Fund, and in such capacity are familiar with the
Fund's organization and have counseled the Fund regarding various legal matters.
We have examined such Fund records and other documents and certificates as we
have considered necessary or appropriate for the purposes of this opinion. In
our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing, and assuming that the Fund's Articles of
Incorporation filed August 14, 1970, as amended by the Articles of Amendment
filed August 1, 1977, the Articles of
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VEDDER PRICE
EquiTrust Series Fund, Inc.
November 27, 2000
Page 2
Amendment filed July 24, 1978, the Articles of Amendment filed November 25,
1987, the Articles Supplementary filed December 1, 1987, the Articles of
Amendment filed November 25, 1991, the Articles Supplementary filed November 25,
1991, the Articles Supplementary filed November 22, 1996, the Articles
Supplementary filed December 1, 1997, the Articles of Amendment filed December
1, 1997, and the Articles of Amendment filed May 1, 1998 (collectively, the
"Articles") were duly authorized by the Board of Directors of the Fund; that the
Fund's Bylaws, as amended June 1973, September 1974, January 1977, April 1978,
April 1979, April 1980, November 1980, August 12, 1987, November 11, 1987, and
August 15, 1996 (the "Bylaws") were duly authorized by the Board of Directors of
the Fund; that the Articles of Transfer filed on April 28, 1977 between Farm
Bureau Mutual Fund, Inc. and Challenger Investment Fund, Inc. were duly
authorized by the Board of Directors of each party thereto (the "Articles of
Transfer"); that the Articles, Bylaws, and Articles of Transfer are presently in
full force and effect and have not been amended in any respect except as
provided above; and that the resolutions adopted by the Board of Directors of
the Fund on the dates set forth on the attached list, relating to organizational
matters, securities matters, and the issuance of shares are presently in full
force and effect and have not been amended in any respect, we advise you and
opine that (a) the Fund is a corporation validly existing under the laws of the
State of Maryland and is authorized to issue Shares in the Portfolios and
Classes; and (b) presently and upon such further issuance of the Shares in
accordance with the Fund's Articles and the receipt by the Fund of a purchase
price not less than the net asset value per Share, and when the pertinent
provisions of the Securities Act of 1933 and such "blue-sky" and securities laws
as may be applied have been complied with, assuming that the Fund continues to
validly exist as provided in (a) above and assuming that the number of Shares
issued by the Fund does not exceed the number of Shares authorized for each
Portfolio and each Class, the Shares are and will be legally issued and
outstanding, fully paid and nonassessable.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Directors and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ Vedder, Price, Kaufman & Kammholz
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