JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, DC 2007-0805
(202) 965-8100
October 27, 1995
The Rushmore Fund, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: The Rushmore Fund, Inc.
Registration Nos. 2-99388 and 811-4369
Rule 24f-2 Notice
Gentlemen:
This opinion is furnished in connection with Rule 24f-2
under the Investment Company Act of 1940, as amended (the "1940
Act"). We understand that, pursuant to Rule 24f-2 under the 1940
Act, The Rushmore Fund, Inc. (the "Fund") has registered an
indefinite number of shares of Common Stock, $.001 par value per
share, of the Fund (the "Shares") under the Securities Act of
1933, as amended. We further understand that, pursuant to the
provisions of Rule 24f-2, the Fund is filing with the Securities
and Exchange Commission the Notice attached hereto making
definite the registration of the Shares sold in reliance upon
Rule 24f-2 during the fiscal year ended August 31, 1995.
In connection with rendering this opinion, we have reviewed
certain documents with respect to the Fund, including the Fund's
Articles of Incorporation, Bylaws, minutes provided to us by the
Fund, certain agreements provided to us by the Fund, and such
other documents as we have deemed necessary and appropriate. We
have assumed that all such documents are in full force and effect
and have not been rescinded or modified. We have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified
or photostatic copies. We have assumed, without independent
investigation or verification, the accuracy of all facts set
forth in certificates executed by public officials and authorized
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The Rushmore Fund, Inc.
October 27, 1995
Page 2
representatives of the Fund and the accuracy of all facts set
forth in oral or written statements made to us.
We have assumed the validity of all corporate actions
represented to us as having been taken. We have also assumed
substantial compliance by the Fund and its representatives with
all applicable legal requirements to the extent necessary to
validate the actions taken or intended to be taken in connection
with the authorization, issuance, classification, designation,
and other corporate actions with respect to the Shares described
below. This opinion is issued as of the date hereof and is
necessarily limited by laws now in effect and facts and
circumstances presently brought to our attention and is subject
to any change in law or facts reported or occurring subsequent to
the date hereof.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, which are the subject of the Notice
filed with the Securities and Exchange Commission today, were
legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion with the Notice.
This opinion is rendered solely in connection with the Fund's
Rule 24f-2 Notice, dated October 27, 1995, and may not be relied
upon for any other purposes without our written consent first had
and obtained.
Very truly yours,
/s/Jorden Burt Berenson &
Johnson LLP
JORDEN BURT BERENSON &
JOHNSON LLP
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