KIRKPATRICK & LOCKHART LLP 1800 Massachusetts Avenue, NW
Second Floor
Washington, D.C. 20036-1800
202.778.9000
www.kl.com
February 14, 2000
INVESCO Sector Funds, Inc.
7800 East Union Avenue
Denver, Colorado 80237
Dear Sir or Madam:
You have requested our opinion, as counsel to INVESCO Sector Funds, Inc.
(the "Company"), a corporation organized under the laws of the State of Maryland
on August 10, 1983, as to certain matters regarding the issuance of Shares of
the Company in connection with the reorganizations of INVESCO Realty Fund and
INVESCO Telecommunications Fund, each a series of a Maryland corporation; (the
"Acquired Fund(s)") into the Company, as provided for in the Agreements and
Plans of Conversion and Termination (the "Plans") between the Company and the
Acquired Funds. The Plans provide for each Acquired Fund to transfer all of its
assets to a new series of the Company (the "Acquiring Fund(s)") in exchange
solely for the issuance of Shares and each Acquiring Fund's assumption of the
liabilities of each respective Acquired Fund. (As used in this letter, the term
"Shares" means the shares of common stock of the Acquiring Funds to be issued in
connection with the Plans).
We have, as counsel, participated in various corporate and other matters
relating to the Company. We have examined copies, either certified or otherwise
proved to be genuine, of its Articles of Incorporation and By-Laws, the minutes
of meetings of it's Board of Directors and other documents relating to the
organization and operation of the Company, and we are generally familiar with
its business affairs. Based upon the foregoing, it is our opinion that the
Shares of the Company may be legally and validly issued in accordance with the
Company's Articles of Incorporation and By-Laws and subject to compliance with
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and applicable state laws regulating the offer and sale of securities,
and when so issued, the Shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion in connection with
Post-Effective Amendment No. 26 to the Company's Registration Statement on Form
N-1A (File No. 002-85905) to be filed with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption
"Legal Counsel" in the Statement of Addition Information filed as part of the
Registration Statement. Sincerely,
/s/ Kirkpatrick & Lockhart LLP
KIRKPATRICK & LOCKHART LLP
