August 4, 2000
American Express Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
Ladies and Gentlemen:
Reference is made to your Registration Statement, No. 333-34982, Form S-1, under
the Securities Act of 1933, registering an indefinite number of face-amount
certificates pursuant to Rule 24f-2 under the Securities Act of 1933.
I have examined the Certificate of Incorporation and the By-Laws of American
Express Certificate Company (the "Company") and all necessary certificates,
permits, minute books, documents and records of the Company, and the applicable
statutes of the State of Delaware and such other matters of fact and law as I
have deemed necessary, and it is my opinion:
(a) That the Company is a corporation duly organized and existing under the
laws of the State of Delaware.
(b) That the face-amount certificates registered under the above-referenced
registration number and issued by the Company, when sold in accordance with
the prospectus contained in the above-referenced Registration Statement and
with applicable law, will be legal and non-assessable and will be
fully-paid face-amount certificates as that term is used in section
2(a)(15) of the Investment Company Act of 1940 and will be binding
obligations of the Company.
I hereby consent that the foregoing opinion may be used in connection with
Pre-Effective Amendment No. 2 to the above-referenced Registration Statement.
Very truly yours,
/s/ Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
American Express Certificate Company
