July 26, 2000
Nicholas Fund, Inc.
700 North Water Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel to Nicholas Fund, Inc. ("Fund"), a
corporation organized under the laws of the State of Maryland, in
connection with the preparation and filing of a registration
statement on Form N-1A and amendments thereto ("Registration
Statement"), relating to the registration of the common stock of
the Fund ("Common Stock") under the Securities Act of 1933, as
amended.
We have reviewed the Articles of Incorporation and By-Laws
of the Fund and the Registration Statement; we have also reviewed
such corporate records and other documents and have made such
examinations of law as we have deemed necessary for purposes of
the opinion hereinafter expressed. We have assumed without
independent verification the genuineness of signatures and the
conformity with originals of all documents submitted to us as
copies. Based upon the foregoing, we are of the opinion that:
1. The Fund is a corporation, duly organized and
legally existing under the laws of the State of
Maryland.
2. The Fund is authorized to issue up to two
hundred million (200,000,000) shares of Common Stock,
par value $.50 per share, including those shares
currently issued and outstanding.
3. The shares of Common Stock to be offered for
sale pursuant to the Registration Statement have been
duly authorized and, upon the effectiveness of Post-
Effective Amendment No. 47 to the Registration
Statement and compliance with applicable federal and
state securities laws and regulations, when sold,
issued (within the limits authorized under the Articles
of Incorporation of the Fund) and paid for as
contemplated in the Registration Statement, such shares
will have been validly and legally issued, fully paid
and non-assessable.
4. Post-Effective Amendment No. 47 to the
Registration Statement does not contain any disclosures
which would render it ineligible to become effective
under Rule 485(b) under the Securities Act of 1933.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to us in the
prospectus comprising Part A and elsewhere in the Registration
Statement.
Sincerely yours,
/s/ DAVIS & KUELTHAU, S.C.
DAVIS & KUELTHAU, S.C.
