Exhibit (i)
July 13, 2000
The Japan Fund, Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
We have acted as special Maryland counsel to The Japan Fund, Inc. (the
"Company"), a corporation organized under the laws of the State of Maryland on
August 10, 1961. The Company is authorized to issue 600,000,000 shares of
capital stock, $0.33-1/3 par value per share (each a "Share" and collectively,
the "Shares"). The Shares have been classified into the following five classes:
Class A, consisting of 100,000,000 Shares; Class B, consisting of 50,000,000
Shares; Class C, consisting of 50,000,000 Shares; AARP Shares, consisting of
100,000,000 Shares; and Class S, consisting of 300,000,000 Shares.
We understand that you are about to file with the Securities and
Exchange Commission, on Form N-1A, Post Effective Amendment No. 19 to the
Company's Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), and Amendment No. 30_to the Company's Registration
Statement under the Investment Company Act of 1940, as amended (the "Investment
Company Act") (collectively, the "Registration Statement"), in connection with
the continuous offering on or about and after October 2, 2000 of the Company's
AARP Shares class. We understand that our opinion is required to be filed as an
exhibit to the Registration Statement.
In rendering the opinions set forth below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(i) the Registration Statement;
(ii) the Charter and Bylaws of the Company;
(iii) a certificate of the Company regarding certain matters in
connection with this opinion (the "Certificate");
(iv) a certificate of the Maryland State Department of Assessments and
Taxation dated July 12, 2000 to the effect that the Company is duly incorporated
and existing under the laws of the State of Maryland and is in good standing and
duly authorized to transact business in the State of Maryland (the "Good
Standing Certificate"); and
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The Japan Fund, Inc.
July 13, 2000
Page 2
(v) such other documents and matters as we have deemed necessary and
appropriate to render this opinion, subject to the limitations, assumptions, and
qualifications contained herein.
As to any facts or questions of fact material to the opinions expressed
herein, we have relied exclusively upon the aforesaid documents and
certificates, and representations and declarations of the officers or other
representatives of the Company. We have made no independent investigation
whatsoever as to such factual matters.
In reaching the opinions set forth below, we have assumed, without
independent investigation or inquiry, that:
(a) all documents submitted to us as originals are authentic; all
documents submitted to us as certified or photostatic copies conform to the
original documents; all signatures on all documents submitted to us for
examination are genuine; and all documents and public records reviewed are
accurate and complete;
(b) all representations, warranties, certifications and statements with
respect to matters of fact and other factual information (i) made by public
officers or (ii) made by officers or representatives of the Company, including
certifications made in the Certificate, are accurate, true, correct and complete
in all material respects;
(c) prior to the date that the Company's AARP Shares are first issued
and sold by the Company pursuant to the Registration Statement, at least one
AARP Share will be legally and validly issued, fully paid and non-assessable.
(d) at no time prior to and including the date when all of the
Company's Class A Shares, Class B Shares, Class C Shares, AARP Shares and/or
Class S Shares are issued will (i) the Company's Charter, Bylaws or the existing
corporate authorization to issue such Shares be amended, repealed or revoked;
(ii) the total number of the issued Shares exceed 600,000,000; (iii) the total
number of issued Class A Shares exceed 100,000,000; (iv) the total number of
issued Class B Shares exceed 50,000,000; (v) the total number of issued Class C
Shares exceed 50,000,000; (vi) the total number of issued AARP Shares exceed
100,000,000; or (vii) the total number of issued Class S Shares exceed
300,000,000.
Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. The Company is a corporation duly organized, validly existing and,
based solely on the Good Standing Certificate, in good standing under the laws
of the State of Maryland.
2. The issuance and sale of the Company's AARP Shares pursuant to the
Registration Statement has been duly and validly authorized by all necessary
corporate action on the part of the Company.
3. The Company's AARP Shares, when issued and sold by the Company for
cash consideration pursuant to and in the manner contemplated by the
Registration Statement, will be legally and validly issued, fully paid and
non-assessable.
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The Japan Fund, Inc.
July 13, 2000
Page 3
In addition to the qualifications set forth above, the opinions set
forth herein are also subject to the following qualifications:
We express no opinion as to compliance with the Securities Act, the
Investment Company Act or the securities laws of any state with respect to the
issuance of Shares of the Company. The opinions expressed herein concern only
the effect of the laws (excluding the principles of conflict of laws) of the
State of Maryland as currently in effect. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof, or if we
become aware of any facts that might change the opinions expressed herein after
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Sincerely yours,
/s/ Ober, Kaler, Grimes & Shriver,
a Professional Corporation
