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Exhibit (i)
[MORRISON & FOERSTER LLP LETTER HEAD]
November 1, 2000
Meridian Fund, Inc.
60 E. Sir Francis Drake Blvd.
Wood Island, Suite 306
Larkspur, CA 94939
Re: Shares of Common Stock of
Meridian Fund, Inc.
Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 19 and Amendment No. 20 to
the Registration Statement on Form N-1A (SEC File No. 2-90949; 811-4014)
(the "Registration Statement") of Meridian Fund, Inc. (the "Company") relating
to the registration of an indefinite number of units of common stock of the
Meridian Fund and the Meridian Value Fund (collectively, the "Shares").
We have been requested by the Company to furnish this opinion as Exhibit
23(i) to the Registration Statement.
We have examined documents relating to the organization of the Company
and its series and the authorization and issuance of shares of its series. We
have examined such records, documents, instruments, certificates of public
officials and of the Company, made such inquiries of the Company, and examined
such questions of law as we have deemed necessary for the purpose of rendering
the opinion set forth herein. This firm represented the Company in connection
with the preparation of the above-referenced Post-Effective Amendment. As part
of this representation, we had various conferences and discussions with officers
of the Company and its investment advisor. Based on these conferences and
discussions, we are not aware of any disclosures contained in such
Post-Effective Amendment which would render it ineligible to become effective
pursuant to Rule 485(b).
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Company have been duly and
validly authorized by all appropriate action and, assuming delivery by sale or
in accord with the Company's dividend reinvestment plan in accordance with the
description set forth in the
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Meridian Fund, Inc.
November 1, 2000
Page 2
Registration Statement, as amended, the Shares will be validly issued, fully
paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
reference to our firm and to the description of advice rendered by our firm
under the caption "Legal Opinions" in the Statement of Additional Information,
which is included as part of the Registration Statement.
Very truly yours,
/S/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
