February 8, 1996
Select Capital Growth Fund, Inc.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Gentlemen:
I have examined the documents related to the establishment of Select Capital
Growth Fund, Inc., a Minnesota corporation, and have reviewed such matters of
law as deemed necessary for this opinion, and advise you that in my opinion:
1. Select Capital Growth Fund, Inc. is a corporation duly organized and
existing under the laws of the State of Minnesota.
2. All necessary corporate action on the part of Select Capital Growth
Fund, Inc. had been taken to authorize the issuance and sale of shares
of common stock sold by Select Capital Growth Fund, Inc., which sales
ceased as of April 28, 1995, and when issued and sold as contemplated
in the Registration Statement and prospectus, such shares were legally
issued, fully paid and nonassessable.
I consent to the filing of this opinion with the Securities and Exchange
Commission in connection with Select Capital Growth Fund, Inc.'s filing a Final
Rule 24f-2 Notice under the Investment Company Act of 1940.
Sincerely,
/s/ James E. Nelson
Counsel
