Exhibit i(2)
Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com
June 23, 2000
Variable Insurance Products Fund
82 Devonshire Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
You have requested our opinion, as counsel to Variable Insurance
Products Fund (the "Trust"), as to certain matters regarding the
issuance of Shares of the Trust. As used in this letter, the term
"Shares" means the Service Class shares of beneficial interest of
Money Market Portfolio, a series of the Trust.
As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Declaration of Trust and by-laws
and such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the Commonwealth of Massachusetts that in
our experience are normally applicable to the issuance of shares by
unincorporated voluntary associations and to the Securities Act of
1933 ("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and
the regulations of the Securities and Exchange Commission ("SEC")
thereunder.
Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 45 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act, the
Shares will have been validly issued, fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust."
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the
Trust. The Declaration of Trust states that all persons extending
credit to, contracting with or having any claim against the Trust or
the Trustees shall look only to the assets of the appropriate series
of the Trust for payment under such credit, contract or claim; and
neither the shareholders nor the Trustees, nor any of their agents,
whether past, present or future, shall be personally liable therefor.
It also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the
Variable Insurance Products Fund
June 23, 2000
Page 2
Trust shall include a recitation limiting the obligation represented
thereby to the Trust and its assets. The Declaration of Trust further
provides: (1) for indemnification from the assets of the series of the
Trust for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of
shares of the Trust; and (2) for the series of the Trust to assume the
defense of any claim against the shareholder for any act or obligation
of the series of the Trust. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Trust or series would be unable to meet its
obligations.
We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/Kirkpatrick & Lockhart LLP
