Federated Equity Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
June 16, 2000
The Trustees of
FEDERATED EQUITY FUNDS
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Gentlemen:
Federated Equity Funds, a Massachusetts business trust ("Trust"),
proposes to issue shares of beneficial interest representing interests in
separate portfolios of securities set forth below as the "Acquiring Funds"
("Shares") in connection with the acquisition of the assets of the "Acquired
Funds" as set forth below, pursuant to the Agreement and Plan of Reorganization
("Agreement") filed as an exhibit to the registration statement of the Trust
filed on Form N-14 ("N-14 Registration") under the Securities Act of 1933 as
amended ("1933 Act").
<TABLE>
<CAPTION>
-------------------------------------------------------- -----------------------------------------------------
ACQUIRING FUNDS ACQUIRED FUNDS
-------------------------------------------------------- -----------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------
<S> <C> <C>
Federated Aggressive Growth Fund IAI Emerging Growth Fund
IAI Long Term Growth Fund
(formerly, IAI Value Fund)
IAI Capital Appreciation Fund
-------------------------------------------------------- -----------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------
Federated Capital Appreciation Fund IAI Regional Fund
-------------------------------------------------------- -----------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------
Federated Growth Strategies Fund IAI Midcap Growth Fund
-------------------------------------------------------- -----------------------------------------------------
-------------------------------------------------------- -----------------------------------------------------
Federated Large Cap Growth Fund IAI Growth Fund
-------------------------------------------------------- -----------------------------------------------------
</TABLE>
As counsel, I have participated in the organization of the Trust, 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 Amended and Restated
Declaration of Trust dated August 15, 1995 ("Declaration of Trust"), the Bylaws
of the Trust, 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 Trust is duly organized and validly existing pursuant to the
laws of the Commonwealth of Massachusetts and the Declaration of Trust.
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 Declaration of Trust upon receipt of consideration
sufficient to comply with the provisions of Article V, Section 1 of the
Declaration of Trust 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 EQUITY FUNDS
BY: /s/ Amanda J. Reed
------------------
Amanda J. Reed
TITLE: Assistant Secretary
