February 8, 1996
Clipper Fund, Inc.
9601 Wilshire Boulevard
Beverly Hills, California 90210
Gentlemen:
You have requested our opinion as counsel to Clipper
Fund, Inc., a California corporation (the "Company"), with respect
to the shares of the Company's capital stock sold by the Company
during its fiscal year ended December 31, 1995 (the "Shares"), in
connection with the notice (the "Notice") being filed by the
Company with the Securities and Exchange Commission pursuant to
Rule 24f-2 adopted under the Investment Company Act of 1940, as
amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to
us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of
all records, documents and instruments submitted to us as copies.
We have based our opinion upon our review of the following records,
documents and instruments:
(a) The Company's Articles of Incorporation filed with
the California Secretary of State on December 1, 1983, as amended
on February 16, 1984, February 27, 1984, March 30, 1984 and May 2,
1984 (as so amended, the "Articles of Incorporation"), certified to
us by an officer of the Company as being true and complete and in
effect throughout the Company's fiscal year ended December 31, 1995
(the "Fiscal Year");
(b) The Bylaws of the Company certified to us by an
officer of the Company as being true and complete and in effect
throughout the Fiscal Year;
<PAGE>
(c) The Company's Prospectus and Statement of Additional
Information effective during the Fiscal Year, as identified in the
officer's certificate identified in (e) below;
(d) Minutes of the meeting of the Board of Directors
relating to the establishment of the Company authorizing the
issuance of the Shares, as certified by an officer of the Company
as being in full force and effect; and
(e) A certificate of an officer of the Company
concerning certain factual matters.
In rendering our opinion below, we have assumed that all
of the Shares were issued and sold for cash at the per-share public
offering price on the date of their issuance in accordance with
statements specified in the Company's then current Prospectus. In
rendering our opinion, we have assumed that all monies paid in
consideration for the Shares were actually received by the Company.
We have not conducted an independent examination of the books and
records of the Company for the purpose of determining whether all
of the Shares were fully paid prior to their issuance and do not
believe it to be our obligation to do so.
Our opinion below is limited to the federal laws of the
United States of America and the laws of the State of California,
and we disclaim any opinion as to the laws of any other
jurisdiction. We further disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any
regional or local governmental authority.
Based upon our examination of such provisions of law as
we have deemed necessary and appropriate for the purposes of this
opinion, and subject to the foregoing, we are of the opinion that
the Shares, as sold pursuant to registration under the Securities
Act of 1933, as amended, and Rule 24f-2 adopted under the Act, were
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Notice being filed by the Company with the
Securities and Exchange Commission. This opinion is rendered to
you in connection with that Notice and is solely for your benefit.
This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other
entity for any purpose, without our prior written consent. We
disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we become aware, after the date of
this opinion.
Sincerely yours,
<PAGE>
Prepared by: _________
SAC
Attorney in Charge: _________
JA
Committee Approval: _________
TGH
<PAGE>
CLIPPER FUND, INC.
OFFICER'S CERTIFICATE
ISSUED REGARDING FISCAL YEAR ENDED DECEMBER 31, 1995
The undersigned officer of Clipper Fund, Inc. (the
"Company"), in connection with the opinion to be rendered by
Heller, Ehrman, White & McAuliffe as required by Rule 24f-2(b)(1)
promulgated under the Investment Company Act of 1940, as amended,
in connection with the Company's filing of a Rule 24f-2 Notice with
the Securities and Exchange Commission, hereby certifies to Heller,
Ehrman, White & McAuliffe that:
1. The undersigned is the Secretary/Treasurer of the
Company and is authorized to execute this certificate on behalf of
the Company;
2. The undersigned has furnished you with a true and
complete copy of the Company's Articles of Incorporation, and all
amendments thereto, and such Articles of Incorporation have been in
effect throughout the Company's fiscal year ended December 31, 1995
(the "Fiscal Year");
3. The undersigned has furnished you with a true and
complete copy of the Company's By-laws, and all amendments thereto,
and such By-laws have been in effect throughout the Fiscal Year;
4. The undersigned has furnished you with true and
complete copies of the Prospectus and Statement of Additional
Information effective during the Fiscal Year, each dated April 30,
1995;
5. The resolutions adopted by the Board of Directors of
the Company authorizing the issuance of 200,000,000 shares of the
Company's capital stock remain in full force and effect;
6. 342,480 shares had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2 in a prior
fiscal year, but remained unsold at the beginning of the Fiscal
Year. A total of 2,335,012 shares were sold during the Fiscal
Year. A total of 1,992,532 shares of the Company's capital stock
(the "Shares") were sold by the Company during the Fiscal Year, all
of which were sold in reliance upon Rule 24f-2 and in accordance
with the requirements of the Company's Form N-1A Registration
Statement filed under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, as that
Registration Statement was amended and in effect throughout the
Fiscal Year;
7. The total number of Shares issued and sold during
the Fiscal Year is correctly reflected in the Company's Rule 24f-2
Notice for the Fiscal Year;
8. At no time during the Fiscal Year did the number of
issued and outstanding Shares exceed 200,000,000;
9. All sales of the Company's Shares effected during
the Fiscal Year were sold at the public offering price described in
the Company's then-current Prospectus, such sales were made for
cash equal in amount to the net asset value of such Shares on the
dates they were issued, and such cash was actually received by the
Company; and
10. At no time during the Fiscal Year was the right of
Company shareholders to redeem their Shares suspended.
____________________________
Michael Kromm,
Secretary/Treasurer
Clipper Fund, Inc.
Dated: February __, 1996.
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