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Exhibit (i)(i)
FREEDMAN, LEVY, KROLL & SIMONDS
Washington Square
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5366
November 29, 2000
OPINION AND CONSENT OF COUNSEL
Metropolitan Series Fund, Inc.
One Madison Avenue
New York, New York 10010
Executives:
This opinion is given in connection with the filing with the Securities and
Exchange Commission ("SEC") by Metropolitan Series Fund, Inc., a Maryland
corporation (the "Fund"), of Post-Effective Amendment No. 28 under the
Securities Act of 1933 ("1933 Act") and Amendment No. 30 under the Investment
Company Act of 1940 ("1940 Act") to the Fund's Registration Statement on Form N-
1A (File Nos. 2-80751 and 811-3618, the "Registration Statement"), relating to
an indefinite number of the Fund's three billion authorized shares of capital
stock, par value $.01 per share, which includes, among others, an additional 100
million of the shares of the Janus Mid Cap Portfolio, allocated on November 2,
2000 from the Fund's previously authorized but "unallocated" shares, and the
classification as Class B shares of 25 million shares from the authorized but
unissued shares allocated to each of the MetLife Stock Index Portfolio, Janus
Mid Cap Portfolio, Russell 2000 Index Portfolio, Morgan Stanley EAFE Index
Portfolio, and MetLife Mid Cap Stock Index Portfolio (collectively, the
"Portfolios"), each Portfolio being a separate series of the Fund's capital
stock. The Fund's authorized shares of capital stock relating to these
Portfolios are hereinafter referred to collectively as the "Shares."
We have examined the following: the Fund's Articles of Incorporation, dated
November 23, 1982, and its various Articles of Amendment, Articles of
Correction, and Articles Supplementary, dated May 19, 1983, December 1, 1983,
October 22, 1984, May 16, 1986, October 6, 1987, January 27, 1988, January 25,
1990, August 3, 1990, December 17, 1996, July 30, 1997, September 9, 1998,
October 6, 1998, February 2, 1999, January 24, 2000, February 7,
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Metropolitan Series Fund, Inc.
November 29, 2000
Page 2
2000, and November 2, 2000; the Fund's By-Laws, as amended January 27, 1988 and
April 24, 1997; the certification of the Fund's Secretary of Board of Directors'
resolutions adopted by the Board of Directors on November 2, 2000, authorizing
the creation of the Shares; the Notification of Registration on Form N-8A filed
with the SEC under the 1940 Act on December 6, 1982; the Registration Statement
as originally filed with the SEC under the 1933 Act and the 1940 Act on the same
date, and the amendments thereto filed with the SEC, including Post-Effective
Amendment No. 28 to the Registration Statement substantially in the form in
which it is to be filed with the SEC; a current Certificate of Good Standing for
the Fund issued by the State of Maryland; pertinent provisions of the laws of
Maryland; and such other records, certificates, documents and statutes that we
have deemed relevant in order to render the opinion expressed herein.
Based on the foregoing examination, we are of the opinion that:
1. The Fund is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Maryland; and
2. The Shares to be offered for sale by the Fund, when issued in the manner
contemplated by the Registration Statement, will be legally issued,
fully-paid, and non-assessable.
This letter expresses our opinion as to the Maryland General Corporation Law,
addressing matters such as due formation and, in effect, the authorization and
issuance of shares of capital stock, but does not extend to the securities or
"Blue Sky" laws of Maryland or to federal securities or other laws.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ FREEDMAN, LEVY, KROLL & SIMONDS
Freedman, Levy, Kroll & Simonds
