SG Cowen Standby Reserve Fund, Inc.
Securities Act File No. 002-73131
Investment Company Act File No. 811-3220
Gentlemen:
You have requested that, as counsel to SG Cowen Standby Reserve
Fund, Inc., (the "Fund"), I render an opinion in connection with the
filing by the Fund of a notice required by Rule 24f-2 under the
Investment Company Act of 1940 (the "Notice") for the fund's fiscal
year ended September 30, 2000. The Notice states that, during the
fiscal year ended September 30, 2000, the fund had sales of
$8,155,913,171 worth of its shares of common stock, $.01 par value
per share (the "Shares"). The Notice also states that the aggregate
public offering price of shares sold was $8,155,913,171 (including
$78,788,999 worth of shares issued upon automatic reinvestment of
dividends), and an aggregate of $8,571,394,733 worth of shares were
redeemed during the fiscal year. As stated in the Notice, all of
the Shares were sold in reliance upon registration under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940.
I have examined the Fund's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and other records and
documents that I have deemed necessary for the purpose of this opinion.
I have also examined certain other documents, papers, statutes and
authorities as deemed necessary to form a basis for the opinion
hereinafter expressed.
On the basis of the foregoing, and assuming that all of the
Shares were sold in accordance with the terms of the Fund's Prospectus
in effect at the time of sale, I am of the opinion that the Shares were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Rodd M. Baxter
Rodd M. Baxter
SG Cowen Asset Management, Inc.
560, Lexington Avenue
New York, NY 10022
