SG Cowen Standby Tax Exempt Reserve Fund, Inc.
Securities Act File No.002-98681
Investment Company Act File No. 811-04344
Gentlemen:
You have requested that, as counsel to SG Cowen Standby Tax Exempt
Reserve Fund, Inc., (the "Fund"), I render an opinion in connection with
the filing by the Fund of a notice required by Rule 24f-2 under the
Investment Company Act of 1940 (the "Notice") for the fund's fiscal
year ended September 30, 2000. The notice states that, during the
fiscal year ended September 30, 2000, the fund had sales of $658,800,102
worth of its shares of common stock, $.01 par value per share (the
"Shares"). The Notice also states that the aggregate public offering
price of shares sold was $658,800,102 (including $4,754,113 worth of
shares issued upon automatic reinvestment of dividends), and an aggregate
of $716,453,342 worth of shares were redeemed during the fiscal year.
As stated in the Notice, all of the shares were sold in reliance upon
registration under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940.
I have examined the Fund's Articles of Incorporation, its By-Laws,
resolutions adopted by its Board of Directors, and other records and
documents that I have deemed necessary for the purpose of this opinion.
I have also examined certain other documents, papers, statutes and
authorities as deemed necessary to form a basis for the opinion hereinafter
expressed.
On the basis of the foregoing, and assuming that all of the Shares
were sold in accordance with the terms of the Fund's Prospectus in
effect at the time of sale, I am of the opinion that the Shares were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Rodd M. Baxter
Rodd M. Baxter
SG Cowen Asset Management,Inc.
560 Lexington Avenue
New York, New York 10022
