GREENBERG
ATTORNEYS AT LAW
TRAURIG
2700 Two Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 988-7800
December 29, 2000
The Rightime Fund, Inc.
218 Glenside Avenue
Wyncote, PA 19095-1594
Re: The Rightime Fund, Inc.
-----------------------
Ladies and Gentlemen:
We have examined the Articles of Incorporation of The Rightime Fund,
Inc. (the "Company"), a series corporation organized under Maryland law,
the By-Laws of the Company, the resolutions adopted by the Company's
Board of Directors organizing the business of the Company, and its
proposed form of Share Certificates, all as amended to date, and the
various pertinent corporate proceedings we deem material. We have also
examined the Notification of Registration and the Registration Statements
filed under the Investment Company Act of 1940 (the "Investment Company
Act") and the Securities Act of 1933 (the "Securities Act"), all as
amended to date, as well as other items we deem material to this opinion.
The Company is authorized by the Articles of Incorporation to issue
one hundred million (100,000,000) shares of common stock (the "Shares"),
with a par value of $.01 per share. The Board of Directors of the
Company has the power to designate one or more series ("Funds") of Shares
and to designate separate classes of Shares within the same Fund. The
Board of Directors have previously authorized the issuance of Shares to
the public. Currently, the Company is offering Shares of Funds as
follows:
NUMBER OF SHARES
NAME OF SERIES OF COMMON STOCK ALLOCATED
-------------- -------------------------
Rightime Fund 50,000,000
Rightime Blue Chip Fund
Class A Shares 20,000,000
Class C Shares 10,000,000
Rightime MidCap Fund
Class A Shares 10,000,000
Class C Shares 10,000,000
Rightime OTC Fund (formerly the
Rightime Social Awareness Fund)
Class A Shares 10,000,000
Class C Shares 10,000,000
Rightime Blue Chip Plus Fund
Class A Shares 10,000,000
Class C Shares 10,000,000
Rightime OTC Plus Fund
Class A Shares 10,000,000
Class C Shares 10,000,000
Unclassified Shares 340,000,000
-----------
TOTAL 500,000,000
The Company has filed with the U.S. Securities and Exchange Commission, a
registration statement under the Securities Act, which registration
statement is deemed to register an indefinite number of Shares of the
Funds pursuant to the provisions of Rule 24f-2 under the Investment
Company Act. You have advised us that the Company each year hereafter
will timely file, a Notice pursuant to Rule 24f-2 perfecting the
registration of the Shares sold by each Fund during each fiscal year
during which such registration of an indefinite number of Shares remains
in effect.
You have also informed us that the Shares of the Funds have been, and
will continue to be, sold in accordance with each Fund's usual method of
distributing its registered Shares, under which prospectuses are made
available for delivery to offerees and purchasers of such Shares in
accordance with Section 5(b) of the Securities Act.
This opinion is based exclusively on the Maryland General Corporation Law
and the federal law of the United States of America.
Based upon the foregoing information and examination, so long as the
Company remains a valid and subsisting entity under the laws of Maryland,
and the registration of an indefinite number of Shares of the Funds
remains effective, the authorized Shares of the Funds identified above,
when issued for the consideration set by the Board of Directors pursuant
to the Articles, and subject to compliance with Rule 24f-2, will be
legally outstanding, fully-paid, and non-assessable Shares, and the
holders of such Shares will have all the rights provided for with respect
to such holding by the Articles and the laws of the State of Maryland.
We hereby consent to the use of this opinion as an exhibit to Post-
Effective Amendment No. 29 to the Company's Registration Statement on
Form N-1A.
Very truly yours,
/s/ Greenberg Traurig, LLP
GREENBERG TRAURIG, LLP
SMF/
30481.4
