Federated International Series, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237-7000
June 16, 2000
The Trustees of
FEDERATED INTERNATIONAL SERIES, INC.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Gentlemen:
Federated International Series, Inc., a Maryland Corporation
("Corporation"), proposes to issue shares of capital stock representing
interests in a separate portfolio of securities known as Federated International
Equity Fund ("Shares") in connection with the acquisition of the assets of the
IAI International Fund, a portfolio of IAI Investment Funds III, Inc., pursuant
to the Agreement and Plan of Reorganization ("Agreement") filed as an exhibit to
the registration statement of the Corporation filed on Form N-14 ("N-14
Registration") under the Securities Act of 1933 as amended ("1933 Act").
As counsel, I have participated in the organization of the Corporation,
its registration under the Investment Company Act of 1940, as amended ("1940
Act"), the registration of its securities on Form N-1A under the 1933 Act and
its N-14 Registration. I have examined and am familiar with the Articles of
Amendment and Restatement ("Articles") dated March 21, 1994, the Bylaws of the
Corporation, the Agreement and such other documents and records deemed relevant.
I have also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
1. The Corporation is duly organized and validly existing pursuant to
the laws of the state of Maryland and the Articles.
2. The Shares which are currently being registered by the N-14
Registration may be legally and validly issued in accordance with the provisions
of the Agreement and the Articles upon receipt of consideration sufficient to
comply with the provisions of the Fourth paragraph of Article First of the
Articles and subject to compliance with the 1940 Act and applicable state laws
regulating the sale of securities. The Shares, when so issued, will be fully
paid and non-assessable.
I consent to your filing this opinion as an exhibit to the N-14
Registration referred to above and to any application or registration statement
filed under the securities laws of any of the states of the United States.
Very truly yours,
FEDERATED INTERNATIONAL SERIES, INC.
BY: /s/ Michael D. McLean
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Michael D. McLean
TITLE: Assistant Secretary
